Section 3-410 - Powers of directors in voluntary dissolution.
§ 3-410. Powers of directors in voluntary dissolution.
(a) Directors become trustees.- 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) General powers.- 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) Specific powers.- 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) Standard of conduct.- 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.
[An. Code 1957, art. 23, § 78; 1975, ch. 311, § 2; 2004, ch. 516.]