Title 4. Close Corporations — Subtitle 6. Termination of Existence
Statutes in effect as of October 1, 2026.
Md. Code Ann., Corps. & Ass'ns § 4-601 (2026)
Title 4. Close Corporations
Subtitle 6. Termination of Existence
§ 4–601LinkCopy Citation
(a)
Subject to subsection (b) of this section, a consolidation, merger, share exchange, transfer of assets, or conversion of a close corporation shall be made in accordance with the provisions of Title 3 of this article.
(b)
Approval of a proposed consolidation or merger, a transfer of assets, a conversion, or an acquisition of stock in a share exchange requires the affirmative vote of every stockholder of the close corporation.
Md. Code Ann., Corps. & Ass'ns § 4-602 (2026)
Title 4. Close Corporations
Subtitle 6. Termination of Existence
§ 4–602LinkCopy Citation
(a)
Any stockholder of a close corporation may petition a court of equity for dissolution of the corporation on the grounds set forth in § 3-413 of this article or on the ground that there is such internal dissension among the stockholders of the corporation that the business and affairs of the corporation can no longer be conducted to the advantage of the stockholders generally.
(b)
(1)
Unless a unanimous stockholders’ agreement provides otherwise, a stockholder of a close corporation has the right to require dissolution of the corporation if:
(i)
The stockholder made a written request for consent to a proposed bona fide transfer of his stock in accordance with the provisions of § 4-503(b)(1) of this title, specifying the proposed transferee and the consideration, and the consent was not received by him within 30 days after the date of the request; or
(ii)
Another party to a unanimous stockholders’ agreement defaulted in an obligation, set forth in or arising under the agreement, to purchase or cause to be purchased stock of the stockholder, and the default was not remedied within 30 days after the date for performance of the obligation.
(2)
A petition for dissolution under this subsection shall be filed within 60 days after the date of the request or the default, as the case may be.
(c)
A proceeding for dissolution authorized by this section shall be in accordance with the provisions of § 3-414 of this article.
Md. Code Ann., Corps. & Ass'ns § 4-603 (2026)
Title 4. Close Corporations
Subtitle 6. Termination of Existence
§ 4–603LinkCopy Citation
(a)
Any one or more stockholders who desire to continue the business of a close corporation may avoid the dissolution of the corporation or the appointment of a receiver by electing to purchase the stock owned by the petitioner at a price equal to its fair value.
(b)
(1)
If a stockholder who makes the election is unable to reach an agreement with the petitioner as to the fair value of the stock, then, if the electing stockholder gives bond or other security sufficient to assure payment to the petitioner of the fair value of the stock, the court shall stay the proceeding and determine the fair value of the stock.
(2)
Fair value shall be determined in accordance with the procedure set forth in Title 3, Subtitle 2 of this article, as of the close of business on the day on which the petition for dissolution was filed.
(c)
After the fair value of the stock is determined, the order of the court directing the purchase shall set the purchase price and the time within which payment shall be made. The court may order other appropriate terms and conditions of sale, including:
(1)
Payment of the purchase price in installments; and
(2)
The allocation of shares of stock among electing stockholders.
(d)
The petitioner:
(1)
Is entitled to interest on the purchase price of his stock from the date the petition is filed; and
(2)
Ceases to have any other rights with respect to the stock, except the right to receive payment of its fair value.
(e)
The costs of the proceeding, as determined by the court, shall be divided between the petitioner and the purchasing stockholder. The costs shall include the reasonable compensation and expenses of appraisers, but may not include fees and expenses of counsel or of other experts retained by a party.
(f)
The petitioner shall transfer his shares of stock to the purchasing stockholder:
(1)
At a time set by the court; or
(2)
If the court sets no time, at the time the purchase price is paid in full.