Fill and Sign the How to Dissolve a Nonprofit Corporation in Marylandnolo Form

CORPORATE DISSOLUTION MARYLAND Electronic Version STATUTORY REFERENCES MARYLAND CODE, Corporations and Associations, Title 3, Subtitle 4 (Dissolution) INTRODUCTION AND LAW SUMMARY In Maryland a corporation may be dissolved either voluntarily or involuntarily. THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION. If there is no stock entitled to be voted on the dissolution either outstanding or subscribed for, a resolution to dissolve must be approved by a majority of the incorporators. If the decision to dissolve is made before the organizational meeting of the board of directors, a resolution to dissolve must be approved by a majority of the entire board of directors. A majority of the incorporators or a majority of the entire board of directors, as the case may be, must execute articles of dissolution for the corporation. If there is any stock entitled to be voted on the dissolution either outstanding or subscribed for, the dissolution must be approved as follows: A majority of the entire board of directors of a corporation proposing to dissolve must: (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. Notice which states that a purpose of the meeting will be to act on the proposed dissolution must be given by the corporation in the manner required by Maryland General Corporation Law to each stockholder entitled to vote on the proposed dissolution. The proposed dissolution must 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. Not less than 20 days prior to the filing of articles of dissolution, the corporation must mail notice that dissolution of the corporation has been approved to all its known creditors at their addresses as shown on the records of the corporation and to its employees.
A company may, prior to its filing articles of dissolution and/or upon receipt of valid notice of dissolution, terminate its affairs by filing an agreement of dissolution with the corporate authorities. In addition to the notice required of other corporations and their stockholders under general law, the articles of dissolution of corporate business corporations under the general corporate law shall state the provisions and the procedure for termination. The corporation shall file copies of its proposed articles of dissolution with the county clerk in every county in which the proposed corporation is to be located. In addition to the notice required of other corporations and their stockholders under general law, the articles of dissolution or the proposed agreement of dissolution must state the provisions and the procedure for termination. An agreement to dissolve a business corporation is binding upon all the stockholders of the corporation who are entitled to vote on the action of the corporation. The terms of this arrangement may be modified in written agreement prior to the closing of the business of the corporation unless an article of dissolution requires no amendment; the agreement of resignation of the corporation's chief executive officer and the board of directors of the corporation is effective upon the closing of business; and the stockholders of a dissolved business corporation may elect whether to dissolve at a general meeting without calling a special meeting. The corporation's general articles of dissolution and any agreement or resolution adopted pursuant to them, with any amendments thereto, shall become effective when the business of the business corporation is done. The articles of dissolution or the amended agreement shall automatically terminate 5 days following the effective date of the articles of dissolution or the date on which the agreement or resolution is adopted by stockholders of record of the corporation. A corporation may elect to continue with or assume, without further action, the agreement or amendment. All corporate assets and all outstanding contracts should be liquidated at the same time as the dissolution of the corporation. The business corporation should be dissolved if it: a. Cannot pay any sum owing to any person; b. Has declared that it cannot continue with another business; c. Has taken or attempted to take, and failed to pay or be paid after the date for payment on account of the security for the debts due from it; d. Has declared that it cannot continue to operate pursuant to a lease, except where the lease was or may have been entered into before the date for termination of the lease; e. Has failed to pay the amount due any person upon which a lien has been or could have been entered in a court of competent jurisdiction; f. Has declared that it cannot continue as a.