2017 Maryland Code
Corporations and Associations
Title 3 - Corporations in General -- Extraordinary Actions
Subtitle 3 - Partial Liquidation and Reorganization
§ 3-301. Reorganization by order of court

  • (a) Ratification by stockholders or directors not required. -- If the final order of a court makes a plan of reorganization binding on the stockholders of a corporation, the board of directors, trustee, or receiver, as the case may be, may take any action necessary to carry out the plan without any other corporate approval.
  • (b) Contents of charter document. -- If a charter document is required to be filed with the Department to carry out a transaction under subsection (a) of this section, it shall state:
    • (1) That the transaction was carried out under a plan of reorganization pursuant to a final order of a court having jurisdiction;
    • (2) The name of the court and the caption and docket number of the proceedings; and
    • (3) That the transaction was approved by the board of directors, trustee, or receiver, as the case may be.
  • (c) Execution of document. -- If the action is taken by a trustee or receiver, he may sign and acknowledge the charter document for the corporation, and no other execution, acknowledgment, or affidavit on behalf of the corporation is required.
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