Fill and Sign the Maryland Dissolution 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. The corporation must file articles of dissolution for record with the State Department of Assessments and Taxation: (1) If there are any known creditors of the corporation, after the 19th day following the mailing of notice to them; or (2) If there are no known creditors, at any time. The State Department of Assessments and Taxation may not accept articles of dissolution of a corporation for record unless the reports required by Title 11 of the Tax-Property Article have been filed. The corporation is dissolved when the State Department of Assessments and Taxation accepts its articles of dissolution for record. The corporation continues to exist for the purpose of paying, satisfying, and discharging any existing debts or obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind up its business and affairs. When a Maryland corporation is voluntarily dissolved, and if or until a court appoints a receiver, the directors of the corporation become the trustees of the corporate assets for purposes of liquidation. The director-trustees are vested in their capacity as trustees with full title to all the assets of the corporation. They must: (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. The director-trustees 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 their own names as trustees or 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. The director-trustees govern by majority vote. A director, stockholder, or creditor of a Maryland corporation which is dissolving voluntarily may petition a court of equity to take jurisdiction of the liquidation of the corporation. The Court, for good cause shown, may order the corporation liquidated under court supervision either by the directors as trustees or by one or more receivers appointed by the court. The authority of the director-trustees terminates when a court appoints a receiver. If a Maryland corporation is voluntarily dissolved and assets are available for distribution to stockholders, the director-trustees or receiver may notify the stockholders to prove their interests within a specified time at least 60 days after the date of the notice. The notice must be mailed to each stockholder at his address as it appears on the records of the corporation and published at least once a week for three successive weeks in a newspaper of general circulation published in the county in which the principal office of the corporation is located. The date of the notice is the later of the date of mailing or the date of first publication. After the expiration of the time specified in the notice, the director-trustees or receiver may distribute to each stockholder who has proved his interest his proportionate share of the assets, reserving the shares of those who have not proved their interests. Thereafter, the director-trustees or receiver may incur reasonable expenses in locating the remaining stockholders and securing proof of interests from them and may charge the expenses against the funds undistributed at the time the expenses are incurred. From time to time the director-trustees or receiver may distribute a proportionate share to any stockholder who has proved his interest since the prior distribution. No earlier than three years from the date of the original notice, the director-trustees or receiver may distribute all surplus assets remaining under his control to those stockholders who have proved their interests and are entitled to distribution. After final distribution, the interest of any stockholder who has not proved his interest is forever barred and foreclosed. Any assets remaining unclaimed 60 days after the final distribution, whether through failure or inability of the postal authorities to deliver the distribution checks or for any other reason is presumed abandoned and must be reported to the abandoned property unit of the State Comptroller's office. The director-trustees or receiver are released and discharged from all further liability in the matter on payment or delivery of all unclaimed assets to the abandoned property unit of the State Comptroller's office. The voluntary (or involuntary) dissolution of a corporation does not relieve its stockholders, directors, or officers from any obligation or liability imposed on them by law. STEPS AND GUIDELINES TO DISSOLVE A MARYLAND CORPORATION Step 1: If there is no stock entitled to be voted on the dissolution, 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. SEE FORM A - RESOLUTION Step 1: If there is any stock entitled to vote on the matter of dissolution, then the following procedures should be followed: 1. The Board of Directors should adopt a resolution recommending dissolution to the shareholders. SEE FORM A - RESOLUTION 2. Mail a Notice of Special Meeting to EVERY shareholder. SEE FORM B - NOTICE OF SPECIAL MEETING 3. At the special Meeting the shareholders must approve the resolution. In the alternative, the shareholders may elect to sign a Written Consent. SEE FORM C - WRITTEN CONSENT OF SHAREHOLDERS Step 3: Once the dissolution is approved, then a notice must be sent AT LEAST 20 DAYS PRIOR to filing the Articles of Dissolution to all known creditors and all employees of the corporation. SEE FORM D - NOTICE OF DISSOLUTION (Creditors and Employees) Step 4: After the shareholders have approved or consented to the dissolution, and 20 days have elapsed since the notice to creditors and employees, you are ready to complete and file the Articles of Dissolution. SEE FORM 1 - ARTICLES OF DISSOLUTION  This form should be typed or printed in BLACK ink and must be legible and must be on 8.5 x 11 paper.  FIRST: Provide the EXACT name of the corporation.  SECOND: Provide the corporation's Maryland street address.  THIRD: Provide the name and address of the resident agent for the corporation who will serve for one year after dissolution and until the affairs of the corporation are wound up.  FOURTH: Provide the name and address of each director of the corporation.  FIFTH: Provide the name and address of each officer of the corporation.  SIXTH: There is nothing to add to this section,  SEVENTH: Check the appropriate blank.  EIGHTH: There is nothing to add to this section.  NINTH: If there is additional information you wish to disclose, then do so under this section.  Provide the signatures of the Secretary and President of the corporation.  Provide the signature of the Resident Agent acknowledging his appointment as resident agent.  File the original and one copy of the Articles of Dissolution.  The filing fee is $100.00  NOTE: SEE SPECIAL INSTRUCTION BELOW REGARDING PERSONAL PROPERTY REPORTS Mail the original and one copy of the Articles of Dissolution and the $100.00 filing fee (make check payable to the Maryland State Department of Assessments and Taxation) , to: State Department of Assessments and Taxation 301 West Preston Street Baltimore, Maryland 21201 Telephone: (410) 767-1170 PRIOR TO MAILING, YOU ARE ADVISED TO CALL THE DEPARTMENT IN ORDER TO CONFIRM THE AMOUNT OF THE FILING FEE A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 2 - TRANSMITTAL LETTER Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm SPECIAL INSTRUCTIONS All personal property reports including the current year's report must be filed with the Articles of Dissolution. In order to inquire as to whether the personal property returns are current you should contact: State Department of Assessments and Taxation 301 West Preston Street Baltimore, MD 21201 Phone 410-767-1170 If Articles of Dissolution are filed between January 1 and April 15, the current year's personal property report will not be required to be filed if: 1. A notarized affidavit signed by a representative of the corporation accompanies the Articles of Dissolution and indicates that the corporation owned no tangible personal property on January 1 of the current year; or 2. The tangible personal property is transferred prior to dissolution and a transfer of property report is filed with the Articles of Dissolution. (The transfer of personal property report form can be obtained by contacting the Department at 410-767-1180.) If the requirements of (1) or (2) are not satisfied then the current year's personal property report must be filed, and the assessment of that personal property must be certified to the subdivisions where the property is located. The personal property taxes for the next year beginning July 1 must be paid prior to filing the Articles of Dissolution. If Articles of Dissolution are filed between April 16 and June 30, the current year's personal property report will have to be filed. Personal property taxes generated from the assessment of that report will not have to be paid if: 1. The report indicated that the corporation owned no tangible personal property on January 1 of the current year; or 2. The tangible personal property of the corporation is transferred prior to dissolution and a transfer or personal property report is filed with the Articles of Dissolution. (The transfer of personal property report form can be obtained by contacting the Department at 410-767-1180.) FORM A RESOLUTION RESOLUTION OF ______________________________________________ Pursuant to Notice or Waiver of Notice (if applicable), at a regular or special meeting of the Original Incorporators/Directors of ______________________________________________ ______________________________________, a Maryland corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Original Incorporators/Directors: RESOLVED by the Original Incorporators/Directors of the Corporation as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___. _____________________________________ Incorporator/Director _____________________________________ Incorporator/Director _____________________________________ Incorporator/Director Attest: _____________________________________ Secretary FORM B NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of _______________________________________________________________, a Maryland corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM C WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, a Maryland corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM D NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION (Creditors and Employees) NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A MARYLAND CORPORATION Notice is given that the dissolution of _______________________________________________ ___________________________________________________________ (name of corporation), a Maryland corporation with its office at ___________________________________________ ______________________________________________________________(address of office), has been approved by the stockholders of the corporation.. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title FORM 1 ARTICLES OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/MD/MD-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. FORM 2 TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date State Department of Assessments and Taxation 301 West Preston Street Baltimore, Maryland 21201 Re: Articles of Dissolution Dear Sir: Enclosed please find an original and one copy of Articles of Dissolution and the filing fee of $100.00. Please file and provide a filed copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, __________________________ Signature Enclosures Check # __________ Enclosed for $___________