2010 Maryland Code
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.
§ 3-403. Approval of voluntary dissolution - Stock outstanding or subscribed for.
(a) In general.- 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) Directors' action.- Except as provided in § 2-112 of this article, 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.
(c) Notice to stockholders.- 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.
(d) Stockholder approval.- 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.
[An. Code 1957, art. 23, § 76; 1975, ch. 311, § 2; 1999, ch. 453.]
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