2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 12-611 - Dissolution and winding up

§12-611.

(a) In the event that a statutory trust does not have perpetual existence, a statutory trust shall be dissolved and its affairs wound up as provided in its governing instrument.

(b) On dissolution of a statutory trust and until the filing of a certificate of cancellation as provided in § 12-204(d) of this title, the trustees or other persons who are responsible for winding up the affairs of the statutory trust:

(1) Shall collect and distribute the assets of the statutory trust, applying them to the payment, satisfaction, and discharge of existing debts and obligations of the statutory trust, including reasonable expenses of liquidation, and distribute the remaining assets among the beneficial owners; and

(2) May carry out the contracts of the statutory trust, sell all or any part of the assets of the statutory trust at public or private sale, sue or be sued in the name of the statutory trust, and do all other acts consistent with law and the governing instrument of the statutory trust necessary or proper to liquidate the statutory trust and wind up its affairs.

(c) Any person, including any trustee, who is responsible for winding up the affairs of a statutory trust and who has complied with subsection (b) of this section is not personally liable to any claimant of the dissolved statutory trust by reason of the person’s actions in winding up the statutory trust.

(d) (1) Except as provided in the governing instrument of a statutory trust:

(i) A series or class established in accordance with § 12-207(b) of this title may be dissolved and its affairs wound up without causing the dissolution of the statutory trust or any other series or class of the statutory trust;

(ii) The dissolution, winding up, liquidation, or termination of the statutory trust or any series or class of the statutory trust shall not affect the limitation of liability provided by § 12-501(d) of this title with respect to a series or class established in accordance with § 12-207(b) of this title; and

(iii) The death, incapacity, dissolution, termination, or bankruptcy of a beneficial owner of a series or class described in item (ii) of this paragraph shall not result in the termination or dissolution of the series or class, and the series or class may not be terminated or revoked by a beneficial owner of the series or class or other person except in accordance with the terms of the governing instrument.

(2) A series or class established in accordance with § 12-207(b) of this title shall be dissolved and its affairs wound up as provided in the governing instrument.

(3) On dissolution of a series or class of a statutory trust, the persons who are responsible for winding up the affairs of the series or class, in the name of the statutory trust and for and on behalf of the statutory trust and the series or class:

(i) Shall provide for the claims and obligations of the series or class and distribute the assets of the series or class as provided under subsection (b)(1) of this section; and

(ii) May take all actions with respect to the series or class set forth in subsection (b)(2) of this section.

(4) Any person, including any trustee, who is responsible for winding up the affairs of a series or class who has complied with paragraph (3) of this subsection may not be personally liable to the claimants of the dissolved series or class by reason of the person’s actions in winding up the series or class.