Maryland Corporations and Associations Section 3-406

Article - Corporations and Associations

§ 3-406.

      (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.



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