Maryland § 4-303
Full text of Maryland Maryland Code § 4-303, with citation guidance and answers to common questions.
§ 4-303.
If there is an election to have no board of directors:
(1) The stockholders may exercise all powers of directors, and the business and affairs of the corporation shall be managed under their direction;
(2) The stockholders of the corporation are responsible for taking any action required by law to be taken by the board of directors;
(3) Action by stockholders shall be taken by the voting of shares of stock as provided in this article;
(4) The stockholders may take any action for which this article otherwise would require both a resolution of directors and a vote of stockholders;
(5) By the affirmative vote of a majority of all the votes entitled to be cast, the stockholders may take any action for which this article otherwise would require a vote of a majority of the entire board of directors;
(6) A statement that the corporation is a close corporation which has no board of directors satisfies any requirement that an instrument filed with the Department contain a statement that a specified action was taken by the board of directors;
(7) The special liabilities imposed on directors by § 2-312(a) of this article and the provisions of §§ 2-312(b) and 2-410 of this article apply to the stockholders of the corporation and, for this purpose, “present” in § 2-410 of this article means present in person or by proxy; and
(8) A stockholder is not liable for any action taken as a result of a vote of the stockholders, unless he was entitled to vote on the action.
Frequently Asked Questions About Maryland § 4-303
What does Maryland Code § 4-303 cover?
Section 4-303 is part of the Maryland Code, the codified statutory law of Maryland. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Maryland § 4-303?
A common citation format is "Maryland Code § 4-303" (Maryland). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Maryland law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Maryland official source linked on this page or consult a licensed Maryland attorney.
How does Maryland § 4-303 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Maryland can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Maryland.