reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 1 - Consolidation, Merger, and Transfer of Assets › Section 3-111 - Action by Department

(a)    The Department shall prepare certificates of consolidation, merger, or share exchange, as the case may be, that specify:
(1)    The name of each party to the articles;
(2)    The name of the successor and the location of its principal office in this State or, if it has none, its principal place of business; and
(3)    The time the articles are accepted for record by the Department.
(b)    In addition to any other provision of law with respect to recording, the Department shall send one certificate each to the clerk of the circuit court for each county where the articles show that a merging corporation, partnership, limited partnership, limited liability company, or business trust other than the successor or a consolidating corporation owns an interest in land.
(c)    On receipt of a certificate, a clerk promptly shall record it with the land records.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 1 - Consolidation, Merger, and Transfer of Assets › Section 3-112 - Property Certificate for Assessment Records

(a)    In order to keep the land assessment records current in each county, the Department shall require a corporation, limited partnership, limited liability company, or business trust to submit with the articles a property certificate for each county where a merging corporation, partnership, limited partnership, limited liability company, or business trust other than the successor or a consolidating corporation owns an interest in land.
(b)    A property certificate is not required with respect to any property in which the only interest owned by the merging corporation, partnership, limited partnership, limited liability company, or business trust or by the consolidating corporation is a security interest.
(c)    The property certificate shall be in the form and number of copies which the Department requires and may include the certificate of the Department required by § 3-111 of this subtitle.
(d)    (1)    The property certificate shall:
(i)    Provide a deed reference or other description sufficient to identify the property; and
(ii)    State the actual consideration paid or to be paid for the property.
(2)    The Department shall indicate on the certificate the time the articles are accepted for record and send a copy of it to the chief assessor of the county where the property is located.
(e)    A transfer, vesting, or devolution of title to the property is not invalidated or otherwise affected by any error or defect in the property certificate, failure to file it, or failure of the Department to act on it.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 1 - Consolidation, Merger, and Transfer of Assets › Section 3-113 - Time Consolidation, Merger, or Share Exchange Effective

(a)    If the successor in a consolidation or merger or the corporation the stock of which is to be acquired in a share exchange is a Maryland corporation, a consolidation, merger, or share exchange is effective as of the later of:
(1)    The time the Department accepts the articles of consolidation, merger, or share exchange for record; or
(2)    The time established under the articles, not to exceed 30 days after the articles are accepted for record.
(b)    (1)    If the successor in a consolidation or merger is a foreign corporation, a foreign business trust, a foreign limited partnership, a foreign limited liability company, or a foreign partnership, the consolidation or merger is effective as of the later of:
(i)    The time specified by the law of the place where the successor is organized; or
(ii)    The time the Department accepts the articles of consolidation or merger for record.
(2)    A successor in a consolidation or merger shall file for record with the Department a certificate from the place where it is organized which certifies the date the articles of consolidation or merger were filed. However, the failure to file this certificate does not invalidate the consolidation or merger.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 1 - Consolidation, Merger, and Transfer of Assets › Section 3-114 - Effect of Consolidation or Merger

(a)    Consummation of a consolidation or merger has the effects provided in this section.
(b)    The separate existence of each corporation, partnership, limited partnership, limited liability company, or business trust party to the articles, except the successor, ceases.
(c)    The shares of stock of each corporation party to the articles which are to be converted or exchanged under the terms of the articles cease to exist, subject to the rights of an objecting stockholder under Subtitle 2 of this title.
(d)    In addition to any other purposes and powers set forth in the articles, if the articles provide, the successor has the purposes and powers of each corporation party to the articles.
(e)    (1)    The assets of each corporation, partnership, limited partnership, limited liability company, and business trust party to the articles, including any legacies which it would have been capable of taking, transfer to, vest in, and devolve on the successor without further act or deed.
(2)    Confirmatory deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferring corporation, partnership, limited partnership, limited liability company, and business trust:
(i)    By its last acting officers, general partners, authorized persons, or trustees; or
(ii)    By the appropriate officers, general partners, authorized persons, or trustees of the successor.
(f)    (1)    The successor is liable for all the debts and obligations of each nonsurviving corporation, partnership, limited partnership, limited liability company, and business trust. An existing claim, action, or proceeding pending by or against any nonsurviving corporation, partnership, limited partnership, limited liability company, or business trust may be prosecuted to judgment as if the consolidation or merger had not taken place, or, on motion of the successor or any party, the successor may be substituted as a party and the judgment against the nonsurviving corporation, partnership, limited partnership, limited liability company, or business trust constitutes a lien on the property of the successor.
(2)    A consolidation or merger does not impair the rights of creditors or any liens on the property of any corporation, partnership, limited partnership, limited liability company, or business trust party to the articles.
(g)    Unless the articles provide otherwise, until the first meeting of stockholders, the board of directors of a Maryland corporation formed by consolidation has full power to make, alter, and repeal bylaws which have the same status as bylaws adopted by the stockholders.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 1 - Consolidation, Merger, and Transfer of Assets › Section 3-114.1 - Effect of Share Exchange

On consummation of a share exchange, the stockholders of the corporation the stock of which is to be acquired are deemed to have exchanged their stock as provided by the articles, without further act, subject to the rights of an objecting stockholder under Subtitle 2 of this title.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 1 - Consolidation, Merger, and Transfer of Assets › Section 3-115 - Effect of Transfer of Assets

(a)    Consummation of a transfer of assets has the effects provided in this section.
(b)    (1)    The assets of the transferor, including any legacies which it would have been capable of taking, transfer to, vest in, and devolve on the successor to the extent provided in an agreement between the transferor and the successor.
(2)    Deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferor:
(i)    By its current officers; or
(ii)    If the corporation no longer exists, by its last acting officers.
(c)    (1)    The successor is liable for all the debts and obligations of the transferor to the extent provided in an agreement between the transferor and the successor.
(2)    A transfer of assets does not impair the rights of a creditor, including rights under the Commercial Law Article.
(d)    A transfer of assets by a corporation occurring before October 1, 2018, is not invalid solely because of a failure to file articles of transfer with the Department.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 1 - Consolidation, Merger, and Transfer of Assets › Section 3-116 - Waiver of Exemptions

A Maryland corporation which consolidates, merges, or transfers its assets waives all claim to any exemption from:
(1)    Taxation granted by its charter; and
(2)    Repeal or modification of its charter.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 1 - Consolidation, Merger, and Transfer of Assets › Section 3-117 - Consolidations and Mergers of Foreign Corporations

(a)    In this section, “foreign corporation” means a foreign corporation as defined in § 1–101 of this article.
(b)    If a foreign corporation which owns property, rights, privileges, franchises, or other assets located in this State is a party to a consolidation or merger in which another foreign corporation is the successor, the transfer to, vesting in, or devolution on the successor of the property, rights, privileges, franchises, or other assets of the nonsurviving foreign corporation is effective as provided by the laws of the places which govern the consolidation or merger.
(c)    The successor shall file with the Department:
(1)    A property certificate under § 3–112 of this subtitle; and
(2)    A certificate of its president, vice president, secretary, or assistant secretary which specifies:
(i)    Each county in this State where a foreign corporation party to the consolidation or merger, except the successor, owned an interest in land;
(ii)    The name of each corporation party to the consolidation or merger;
(iii)    The place under the laws of which each party was organized; and
(iv)    The name of the successor.
(d)    If a copy of the document effecting the consolidation or merger has not been filed with the Department as provided in Title 7 of this article, the successor shall file with the Department an officially certified copy of that document.
(e)    When the Department receives the articles and any certificate of the successor, it shall prepare and file certificates of consolidation or merger in the manner provided for Maryland corporations. However, the certificate of consolidation or merger need not state the principal office in this State of any corporation which does not have a principal office, and the certificate shall include the other information specified in the certificate filed by the successor.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 2 - Rights of Objecting Stockholders › Section 3-201 - Definitions

(a)    In this subtitle the following words have the meanings indicated.
(b)    “Affiliate” has the meaning stated in § 3–601 of this title.
(c)    “Associate” has the meaning stated in § 3–601 of this title.
(d)    “Beneficial owner”, when used with respect to any voting stock, means a person that:
(1)    Individually or with any of its affiliates or associates, beneficially owns voting stock, directly or indirectly;
(2)    Individually or with any of its affiliates or associates, has:
(i)    The right to acquire voting stock (whether the right is exercisable immediately or within 60 days after the date on which beneficial ownership is determined), in accordance with any agreement, arrangement, or understanding, on the exercise of conversion rights, exchange rights, warrants, or options, or otherwise; or
(ii)    Except solely by virtue of a revocable proxy, the right to vote voting stock in accordance with any agreement, arrangement, or understanding; or
(3)    Except solely by virtue of a revocable proxy, has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of voting stock with any other person that beneficially owns, or the affiliates or associates of which beneficially own, directly or indirectly, the voting stock.
(e)    “Executive officer” means a corporation’s president, any vice president in charge of a principal business unit, division, or function, such as sales, administration, or finance, any other person who performs a policy making function for the corporation, or any executive officer of a subsidiary of the corporation who performs a policy making function for the corporation.
(f)    (1)    “Successor”, except when used with respect to a share exchange, includes a corporation which amends its charter in a way which alters the contract rights, as expressly set forth in the charter, of any outstanding stock, unless the right to do so is reserved by the charter of the corporation.
(2)    “Successor”, when used with respect to a share exchange, means the corporation the stock of which was acquired in the share exchange.
(g)    “Voting stock” has the meaning stated in § 3–601 of this title.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 2 - Rights of Objecting Stockholders › Section 3-203 - Procedure by Stockholder

(a)    A stockholder of a corporation who desires to receive payment of the fair value of the stockholder’s stock under this subtitle:
(1)    Shall file with the corporation a written objection to the proposed transaction:
(i)    With respect to a merger under § 3–106 or § 3–106.1 of this title, within 30 days after notice is given or waived under § 3–106 or § 3–106.1 of this title; or
(ii)    With respect to any other transaction, at or before the stockholders’ meeting at which the transaction will be considered or, in the case of action taken under § 2–505(b) of this article, within 10 days after the corporation gives the notice required by § 2–505(b) of this article;
(2)    May not vote in favor of the transaction; and
(3)    Shall make a written demand on the successor for payment for the stockholder’s stock, stating the number and class of shares for which the stockholder demands payment:
(i)    Within 20 days after the Department accepts the articles for record; or
(ii)    Within 20 days after consummation of the transfer or transaction with respect to:
1.    A transfer of assets in a manner requiring stockholder approval under § 3–105 of this title; or
2.    A transaction that is governed by § 3–603(b) of this title or exempted by § 3–603(b) of this title, for which no articles are required to be filed with the Department.
(b)    A stockholder who fails to comply with this section is bound by the terms of the consolidation, merger, share exchange, transfer of assets, or charter amendment.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 2 - Rights of Objecting Stockholders › Section 3-204 - Effect of Demand on Dividend and Other Rights

A stockholder who demands payment for his stock under this subtitle:
(1)    Has no right to receive any dividends or distributions payable to holders of record of that stock on a record date after the close of business on the day as at which fair value is to be determined under § 3-202 of this subtitle; and
(2)    Ceases to have any rights of a stockholder with respect to that stock, except the right to receive payment of its fair value.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 2 - Rights of Objecting Stockholders › Section 3-206 - Restoration of Dividend and Other Rights

(a)    The rights of a stockholder who demands payment are restored in full, if:
(1)    The demand for payment is withdrawn;
(2)    A petition for an appraisal is not filed within the time required by this subtitle;
(3)    A court determines that the stockholder is not entitled to relief; or
(4)    The transaction objected to is abandoned or rescinded.
(b)    The restoration of a stockholder’s rights entitles him to receive the dividends, distributions, and other rights he would have received if he had not demanded payment for his stock. However, the restoration does not prejudice any corporate proceedings taken before the restoration.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 2 - Rights of Objecting Stockholders › Section 3-207 - Notice and Offer to Stockholders

(a)    (1)    The successor promptly shall notify each objecting stockholder in writing of the date the articles are accepted for record by the Department.
(2)    The successor also may send a written offer to pay the objecting stockholder what it considers to be the fair value of his stock. Each offer shall be accompanied by the following information relating to the corporation which issued the stock:
(i)    A balance sheet as of a date not more than six months before the date of the offer;
(ii)    A profit and loss statement for the 12 months ending on the date of the balance sheet; and
(iii)    Any other information the successor considers pertinent.
(b)    The successor shall deliver the notice and offer to each objecting stockholder personally or mail them to him by certified mail, return receipt requested, bearing a postmark from the United States Postal Service, at the address he gives the successor in writing, or, if none, at his address as it appears on the records of the corporation which issued the stock.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 2 - Rights of Objecting Stockholders › Section 3-208 - Petition for Appraisal; Consolidation of Proceedings; Joinder of Objectors

(a)    Within 50 days after the Department accepts the articles for record, the successor or an objecting stockholder who has not received payment for his stock may petition a court of equity in the county where the principal office of the successor is located or, if it does not have a principal office in this State, where the resident agent of the successor is located, for an appraisal to determine the fair value of the stock.
(b)    (1)    If more than one appraisal proceeding is instituted, the court shall direct the consolidation of all the proceedings on terms and conditions it considers proper.
(2)    Two or more objecting stockholders may join or be joined in an appraisal proceeding.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 2 - Rights of Objecting Stockholders › Section 3-209 - Notation on Stock Certificate

(a)    At any time after a petition for appraisal is filed, the court may require the objecting stockholders parties to the proceeding to submit their stock certificates to the clerk of the court for notation on them that the appraisal proceeding is pending. If a stockholder fails to comply with the order, the court may dismiss the proceeding as to him or grant other appropriate relief.
(b)    If any stock represented by a certificate which bears a notation is subsequently transferred, the new certificate issued for the stock shall bear a similar notation and the name of the original objecting stockholder. The transferee of this stock does not acquire rights of any character with respect to the stock other than the rights of the original objecting stockholder.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 2 - Rights of Objecting Stockholders › Section 3-210 - Appraisal of Fair Value

(a)    If the court finds that the objecting stockholder is entitled to an appraisal of his stock, it shall appoint three disinterested appraisers to determine the fair value of the stock on terms and conditions the court considers proper. Each appraiser shall take an oath to discharge his duties honestly and faithfully.
(b)    Within 60 days after their appointment, unless the court sets a longer time, the appraisers shall determine the fair value of the stock as of the appropriate date and file a report stating the conclusion of the majority as to the fair value of the stock.
(c)    The report shall state the reasons for the conclusion and shall include a transcript of all testimony and exhibits offered.
(d)    (1)    On the same day that the report is filed, the appraisers shall mail a copy of it to each party to the proceedings.
(2)    Within 15 days after the report is filed, any party may object to it and request a hearing.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 2 - Rights of Objecting Stockholders › Section 3-211 - Action by Court on Appraisers' Report

(a)    The court shall consider the report and, on motion of any party to the proceeding, enter an order which:
(1)    Confirms, modifies, or rejects it; and
(2)    If appropriate, sets the time for payment to the stockholder.
(b)    (1)    If the appraisers’ report is confirmed or modified by the order, judgment shall be entered against the successor and in favor of each objecting stockholder party to the proceeding for the appraised fair value of his stock.
(2)    If the appraisers’ report is rejected, the court may:
(i)    Determine the fair value of the stock and enter judgment for the stockholder; or
(ii)    Remit the proceedings to the same or other appraisers on terms and conditions it considers proper.
(c)    (1)    Except as provided in paragraph (2) of this subsection, a judgment for the stockholder shall award the value of the stock and interest from the date as at which fair value is to be determined under § 3-202 of this subtitle.
(2)    The court may not allow interest if it finds that the failure of the stockholder to accept an offer for the stock made under § 3-207 of this subtitle was arbitrary and vexatious or not in good faith. In making this finding, the court shall consider:
(i)    The price which the successor offered for the stock;
(ii)    The financial statements and other information furnished to the stockholder; and
(iii)    Any other circumstances it considers relevant.
(d)    (1)    The costs of the proceedings, including reasonable compensation and expenses of the appraisers, shall be set by the court and assessed against the successor. However, the court may direct the costs to be apportioned and assessed against any objecting stockholder if the court finds that the failure of the stockholder to accept an offer for the stock made under § 3-207 of this subtitle was arbitrary and vexatious or not in good faith. In making this finding, the court shall consider:
(i)    The price which the successor offered for the stock;
(ii)    The financial statements and other information furnished to the stockholder; and
(iii)    Any other circumstances it considers relevant.
(2)    Costs may not include attorney’s fees or expenses. The reasonable fees and expenses of experts may be included only if:
(i)    The successor did not make an offer for the stock under § 3-207 of this subtitle; or
(ii)    The value of the stock determined in the proceeding materially exceeds the amount offered by the successor.
(e)    The judgment is final and conclusive on all parties and has the same force and effect as other decrees in equity. The judgment constitutes a lien on the assets of the successor with priority over any mortgage or other lien attaching on or after the effective date of the consolidation, merger, transfer, or charter amendment.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 2 - Rights of Objecting Stockholders › Section 3-212 - Surrender of Stock

The successor is not required to pay for the stock of an objecting stockholder or to pay a judgment rendered against it in a proceeding for an appraisal unless, simultaneously with payment:
(1)    The certificates representing the stock are surrendered to it, indorsed in blank, and in proper form for transfer; or
(2)    Satisfactory evidence of the loss or destruction of the certificates and sufficient indemnity bond are furnished.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 2 - Rights of Objecting Stockholders › Section 3-213 - Rights of Successor With Respect to Stock

(a)    A successor which acquires the stock of an objecting stockholder is entitled to any dividends or distributions payable to holders of record of that stock on a record date after the close of business on the day as at which fair value is to be determined under § 3-202 of this subtitle.
(b)    After acquiring the stock of an objecting stockholder, a successor in a transfer of assets may exercise all the rights of an owner of the stock.
(c)    Unless the articles provide otherwise, stock in the successor of a consolidation, merger, or share exchange otherwise deliverable in exchange for the stock of an objecting stockholder has the status of authorized but unissued stock of the successor. However, a proceeding for reduction of the capital of the successor is not necessary to retire the stock or to reduce the capital of the successor represented by the stock.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 3 - Partial Liquidation and Reorganization › Section 3-301 - Reorganization by Order of Court

(a)    If the final order of a court makes a plan of reorganization binding on the stockholders of a corporation, the board of directors, trustee, or receiver, as the case may be, may take any action necessary to carry out the plan without any other corporate approval.
(b)    If a charter document is required to be filed with the Department to carry out a transaction under subsection (a) of this section, it shall state:
(1)    That the transaction was carried out under a plan of reorganization pursuant to a final order of a court having jurisdiction;
(2)    The name of the court and the caption and docket number of the proceedings; and
(3)    That the transaction was approved by the board of directors, trustee, or receiver, as the case may be.
(c)    If the action is taken by a trustee or receiver, he may sign and acknowledge the charter document for the corporation, and no other execution, acknowledgment, or affidavit on behalf of the corporation is required.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 3 - Partial Liquidation and Reorganization › Section 3-302 - Sale of Property or Franchise Under Court Order

(a)    If the property and franchises of a Maryland corporation are sold under a court order or under a mortgage or deed of trust, a Maryland corporation organized for the purpose of continuing the operations of the original corporation may acquire the property or franchises.
(b)    With respect to this property, the purchasing corporation has the same rights, privileges, and franchises and is subject to the same limitations, restrictions, and liabilities with respect to the exercise of these rights, privileges, or franchises as the original corporation.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 4 - Dissolution › Section 3-402 - Approval of Voluntary Dissolution -- No Stock Outstanding or Subscribed For

(a)    If there is no stock entitled to be voted on the dissolution either outstanding or subscribed for, the dissolution shall be approved as provided in this section.
(b)    If the action is taken before the organization meeting of the board of directors, the dissolution shall be approved by resolution of a majority of the incorporators.
(c)    If the action is taken after the organization meeting of the board of directors, the dissolution shall be approved by resolution of a majority of the entire board of directors.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 4 - Dissolution › Section 3-403 - Approval of Voluntary Dissolution -- Stock Outstanding or Subscribed For

(a)    If there is any stock entitled to be voted on the dissolution either outstanding or subscribed for, the dissolution shall be approved as provided in this section.
(b)    A dissolution of a Maryland corporation registered as an open–end investment company under the Investment Company Act of 1940 shall be approved by a majority of the entire board of directors and in the manner and by the vote required under the Investment Company Act of 1940.
(c)    Except as provided in § 2–112 of this article and subsection (b) of this section, a majority of the entire board of directors of a corporation proposing to dissolve shall:
(1)    Adopt a resolution which declares that dissolution of the corporation is advisable; and
(2)    Direct that the proposed dissolution be submitted for consideration at either an annual or a special meeting of the stockholders.
(d)    Notice which states that a purpose of the meeting will be to act on the proposed dissolution shall be given by the corporation in the manner required by Title 2 of this article to each stockholder entitled to vote on the proposed dissolution.
(e)    Except as provided in subsection (b) of this section, the proposed dissolution shall be approved by the stockholders of the corporation by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 4 - Dissolution › Section 3-404 - Notice to Creditors and Employees of Voluntary Dissolution

Not less than 20 days prior to the filing of articles of dissolution with the Department, the corporation shall mail notice that dissolution of the corporation has been approved to all its known creditors at their addresses as shown on the records of the corporation and to its employees, either at their home addresses as shown on the records of the corporation, or at their business addresses.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 4 - Dissolution › Section 3-405 - Abandonment or Rescission of Voluntary Dissolution

(a)    At any time before articles of dissolution are accepted for record by the Department, the corporation may abandon or rescind the dissolution by following the same procedure required for its approval.
(b)    Within 30 days after the date of the abandonment or rescission, the corporation shall mail notice of it to every creditor to whom notice of approval of the dissolution was mailed.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 4 - Dissolution › Section 3-406 - Articles of Dissolution

(a)    In the case of voluntary dissolution, the articles of dissolution shall include:
(1)    The name of the corporation and the address of its principal office;
(2)    The name and address of a resident agent of the corporation who shall serve for one year after dissolution and until the affairs of the corporation are wound up;
(3)    The name and address of each director of the corporation;
(4)    The name, title, and address of each officer of the corporation;
(5)    A statement that dissolution of the corporation was approved in the manner and by the vote required by law and by the charter of the corporation, and a statement of the manner of approval;
(6)    A statement that notice of the approved dissolution was mailed to all known creditors of the corporation and the date of the mailing, or a statement that the corporation has no known creditors;
(7)    All other provisions which the corporation considers necessary to dissolve; and
(8)    A statement that the corporation is dissolved.
(b)    (1)    If the dissolution is authorized under § 3-402 of this subtitle, a majority of the incorporators or a majority of the entire board of directors, as the case may be, shall execute articles of dissolution for the corporation in the manner required by Title 1 of this article.
(2)    In all other cases, articles of dissolution shall be executed by the persons and in the manner required by Title 1 of this article.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 4 - Dissolution › Section 3-407 - Filing Articles With Department; Payment of Taxes

(a)    The corporation shall file articles of dissolution for record with the Department:
(1)    If there are any known creditors of the corporation, after the 19th day following the mailing of notice to them; or
(2)    If there are no known creditors, at any time.
(b)    On written request of the corporation, the Department shall furnish without charge a list of all collectors of taxes of counties and municipalities to which the Department has certified an assessment of personal property taxable to the corporation within the preceding four years.
(c)    The Department may not accept articles of dissolution of a corporation for record unless the reports required by Title 11 of the Tax - Property Article have been filed.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 4 - Dissolution › Section 3-408 - Time Voluntary Dissolution Effective

(a)    Except as provided in subsection (b) of this section, the corporation is dissolved on the later of:
(1)    The time the Department accepts the articles of dissolution for record; or
(2)    The time established under the articles, not to exceed 30 days after the articles are accepted for record.
(b)    The corporation continues to exist for the purpose of paying, satisfying, and discharging any existing debts or obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind up its business and affairs.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 4 - Dissolution › Section 3-410 - Powers of Directors in Voluntary Dissolution

(a)    When a Maryland corporation is voluntarily dissolved, until a court appoints a receiver, the business and affairs of the corporation shall be managed under the direction of the board of directors solely for the purpose set forth in § 3-408(b) of this subtitle.
(b)    On behalf of the corporation, the directors shall:
(1)    Collect and distribute the assets, applying them to the payment, satisfaction, and discharge of existing debts and obligations of the corporation, including necessary expenses of liquidation; and
(2)    Distribute the remaining assets among the stockholders.
(c)    The directors may:
(1)    Carry out the contracts of the corporation;
(2)    Sell all or any part of the assets of the corporation at public or private sale;
(3)    Sue or be sued in the name of the corporation; and
(4)    Do all other acts consistent with law and the charter of the corporation necessary or proper to liquidate the corporation and wind up its affairs.
(d)    Dissolution of a corporation does not subject the directors of a corporation to a standard of conduct other than the standards of conduct for directors set forth in § 2-405.1 of this article.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 4 - Dissolution › Section 3-411 - Appointment of Receiver in Voluntary Dissolution

(a)    A director, stockholder, or creditor of a Maryland corporation which is dissolving voluntarily may petition a court of equity to take jurisdiction of the liquidation of the corporation.
(b)    After notice and hearing, the court for good cause shown may order the corporation liquidated under court supervision either by the directors or by one or more receivers appointed by the court.
(c)    The authority of the directors terminates when a court appoints a receiver.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 4 - Dissolution › Section 3-412 - Distributions to Stockholders in Voluntary Dissolution

(a)    If a Maryland corporation is voluntarily dissolved and assets are available for distribution to stockholders, the directors or receiver may notify the stockholders to prove their interests within a specified time at least 60 days after the date of the notice. The notice shall be mailed to each stockholder at his address as it appears on the records of the corporation and published at least once a week for three successive weeks in a newspaper of general circulation published in the county in which the principal office of the corporation is located. The date of the notice is the later of the date of mailing or the date of first publication.
(b)    After the expiration of the time specified in the notice, the directors or receiver may distribute to each stockholder who has proved his interest his proportionate share of the assets, reserving the shares of those who have not proved their interests. Thereafter, the directors or receiver may incur reasonable expenses in locating the remaining stockholders and securing proof of interests from them and may charge the expenses against the funds undistributed at the time the expenses are incurred. From time to time the directors or receiver may distribute a proportionate share to any stockholder who has proved his interest since the prior distribution.
(c)    No earlier than three years from the date of the original notice, the directors or receiver may distribute all surplus assets remaining under his control to those stockholders who have proved their interests and are entitled to distribution. After final distribution, the interest of any stockholder who has not proved his interest is forever barred and foreclosed.
(d)    (1)    Any assets remaining unclaimed 60 days after the final distribution, whether through failure or inability of the postal authorities to deliver the distribution checks or for any other reason is presumed abandoned and shall be reported to the abandoned property unit of the State Comptroller’s office in accordance with Title 17 of the Commercial Law Article, the Maryland Uniform Disposition of Abandoned Property Act.
(2)    The directors or receiver are released and discharged from all further liability in the matter on payment or delivery of all unclaimed assets to the abandoned property unit of the State Comptroller’s office.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 4 - Dissolution › Section 3-413 - Grounds for Petition by Stockholders or Creditors for Involuntary Dissolution

(a)    Except as provided in subsection (d) of this section, stockholders entitled to cast at least 25 percent of all the votes entitled to be cast in the election of directors of a corporation may petition a court of equity to dissolve the corporation on grounds that:
(1)    The directors are so divided respecting the management of the corporation’s affairs that the votes required for action by the board cannot be obtained; or
(2)    The stockholders are so divided that directors cannot be elected.
(b)    Except as provided in subsection (d) of this section, any stockholder entitled to vote in the election of directors of a corporation may petition a court of equity to dissolve the corporation on grounds that:
(1)    The stockholders are so divided that they have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms would have expired on the election and qualification of their successors; or
(2)    The acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent.
(c)    Any stockholder or creditor of a corporation other than a railroad corporation may petition a court of equity to dissolve the corporation on grounds that it is unable to meet its debts as they mature in the ordinary course of its business.
(d)    Subsections (a)(2) and (b)(1) of this section do not apply to any corporation that has a class of equity securities registered under the federal Securities Exchange Act of 1934.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 4 - Dissolution › Section 3-414 - Appointment of Receiver in Involuntary Dissolution -- in General

(a)    This section applies to any proceeding for involuntary dissolution of a corporation, except one brought under § 3-413(c) of this subtitle on grounds of insolvency.
(b)    In a proceeding for the involuntary dissolution of a corporation, after notice and hearing, the court:
(1)    May appoint one or more temporary receivers or trustees to take charge of the assets and operate the business of the corporation, if necessary or proper to preserve them, pending a final determination as to dissolution; and
(2)    Shall determine whether the corporation should be dissolved.
(c)    If it appears that the corporation should be dissolved, the court shall enter a final order dissolving the corporation, and direct that it be liquidated under court supervision by one or more receivers appointed by it.
(d)    A receiver, temporary receiver, or trustee has all the powers of a receiver provided in this subtitle and any other powers provided in the order of the court, including the power to continue the corporate business.
(e)    If it orders dissolution, the court may provide by order:
(1)    For the distribution in kind of the assets of the corporation to the stockholders; or
(2)    For some stockholders to receive assets of a different nature than other stockholders having the same type of interest.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 4 - Dissolution › Section 3-415 - Appointment of Receiver in Involuntary Dissolution -- Insolvency

(a)    In a proceeding for involuntary dissolution brought under § 3-413(c) of this subtitle on grounds of insolvency, the court may declare the corporation dissolved if the corporation is proved or has been determined by judicial proceedings to be unable to meet its debts as they mature in the usual course of its business.
(b)    If the court orders the corporation dissolved, the court shall direct that the corporation be liquidated under court supervision by one or more receivers appointed by it.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 4 - Dissolution › Section 3-417 - Certification of Involuntary Dissolution to Department; Notice to Tax Collectors

(a)    If a court declares a corporation dissolved, the order shall direct the clerk of the court to certify promptly to the Department that the order has been entered. If the order is later annulled, the order of annulment shall contain a similar direction.
(b)    On notice from the counsel of record of a party seeking dissolution that the entry of an order of dissolution will be requested, the Department shall furnish to the counsel, without charge, a list of all collectors of taxes of counties and municipalities to which the Department has certified an assessment of personal property taxable to the corporation within the preceding four years.
(c)    (1)    The court may not enter an order dissolving a corporation unless the counsel of record certifies that at least 20 days before the order is entered he notified, by certified mail, return receipt requested, the Comptroller, the Department, the Secretary of Labor, and the collector of taxes in each county or municipality on the list supplied by the Department, that entry of the order would be requested.
(2)    The list shall accompany the certificate of counsel and shall be dated not more than 90 days before entry of the order.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 4 - Dissolution › Section 3-418 - Powers of Receiver in Voluntary and Involuntary Dissolution

(a)    The receiver of a Maryland corporation being voluntarily or involuntarily dissolved is vested with full title to all the assets of the corporation and has full power to enforce obligations or liabilities in its favor. He shall liquidate the assets of the corporation and wind up its affairs under the supervision of the court and has all powers necessary for that purpose.
(b)    (1)    Any preference, payment, or transfer made by the corporation which would be void, voidable, or fraudulent under State law or the federal Bankruptcy Code if made by an insolvent or bankrupt is to the same extent void, voidable, or fraudulent, respectively, as to the corporation, and the receiver has the powers of a trustee in bankruptcy with respect to setting them aside.
(2)    For the purpose of this subsection, the date of filing a petition for appointment of a receiver has the same effect as the date of filing a petition in bankruptcy.
(c)    If assets of a corporation are sold to foreclose a mortgage, deed of trust, security interest, or similar instrument:
(1)    The receiver may sell only the corporation’s equity of redemption in the assets, unless the other parties in interest agree otherwise in writing; and
(2)    If the other parties do not agree otherwise in writing, the sale may take place as if the proceedings for dissolution had not been instituted.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 4 - Dissolution › Section 3-419 - Liability of Stockholders, Officers, and Directors in Voluntary or Involuntary Dissolution

(a)    The voluntary or involuntary dissolution of a corporation does not relieve its stockholders, directors, or officers from any obligation or liability imposed on them by law.
(b)    At any time before final ratification of the auditor’s account distributing the assets of the corporation among its creditors and stockholders, any stockholder of a corporation dissolved by the order of a court may plead on behalf of the corporation all defenses, including limitations or laches, in the same manner as could the corporation or its receiver.