Current with changes from the 2024 Legislative Session
Section 3-410 - Powers of directors in voluntary dissolution(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.