Maryland Corporations and Associations Section 3-413

Article - Corporations and Associations

§ 3-413.

      (a)      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)      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.



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