§ 3-410
191 words·~1 min read·
/md/corporations-and-associations/3-410·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§3–410.
(a)When a Maryland corporation is voluntarily dissolved, until a court appoints a receiver, the business and affairs of the corporation shall be managed under the direction of the board of directors solely for the purpose set forth in § 3-408(b) of this subtitle.
(b)On behalf of the corporation, the directors shall:
(1)Collect and distribute the assets, applying them to the payment, satisfaction, and discharge of existing debts and obligations of the corporation, including necessary expenses of liquidation; and
(2)Distribute the remaining assets among the stockholders.
(c)The directors may:
(1)Carry out the contracts of the corporation;
(2)Sell all or any part of the assets of the corporation at public or private sale;
(3)Sue or be sued in the name of the corporation; and
(4)Do all other acts consistent with law and the charter of the corporation necessary or proper to liquidate the corporation and wind up its affairs.
(d)Dissolution of a corporation does not subject the directors of a corporation to a standard of conduct other than the standards of conduct for directors set forth in § 2-405.1 of this article.