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TexLaw, Attorney
Category: Legal
Satisfied Customers: 4430
Experience:  Lead trial/International commercial attorney licensed 11 yrs
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Maryland Corporate Law. I am a shareholder of common stock

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Maryland Corporate Law. I am a shareholder of common stock in a private Maryland corporation. I want to know specifically, if I have the right to copies of the minutes of the Board of Directors meetings. I know I have the right to shareholder meeting minutes, but that is not what I am asking about. I have read the Maryland corporation statutes and am unsure. I own less than 5% of the stock.

Thank you for your question.

Do you know if the corporation has elected to be a "close corporation"?

Also, was there a stockholder agreement which you signed?

I look forward to hearing back from you.

Customer: replied 3 years ago.

It is not a "close corporation". Yes we did sign a stockholder agreement. It doesn't say anything about minutes other than for the directors.

Thank you for that information.

Your inspection rights under Maryland law are limited to the following documents:
(1) Bylaws;
(2) Minutes of the proceedings of the stockholders;
(3) Annual statements of affairs; and
(4) Voting trust agreements deposited with the corporation at the corporation's principal office in accordance with § 2-510(2) of this subtitle.

If the stockholder agreement is silent on the issue, then you as a stockholder do not have rights to inspect the minutes of the BOD meetings.

Please let me know if you have any further questions. Please also kindly consider rating my answer positively so that I am compensated by the website for my work on your question. Rating positively does not cause an additional charge and does not prevent us from further discussing your questions.

Best Regards,
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