Maryland Corporations and Associations Section 3-410

Article - Corporations and Associations

§ 3-410.

      (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.



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