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§ 3-515. Powers of directors on forfeiture

MD Corp & Assn Code § 3-515 (2019) (N/A)
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(a)    When the charter of a Maryland corporation has been forfeited, until a court appoints a receiver, the directors of the corporation shall manage its assets for purposes of liquidation.

(b)    Unless and until articles of revival are filed, 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)    Forfeiture of the charter of a corporation does not subject a director of the corporation to a standard of conduct other than the standard of conduct set forth in § 2–405.1 of this article.

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