# Corporations and Associations (GCA)

## Title 3. Corporations in General -- Extraordinary Actions

### Subtitle 3. Partial Liquidation and Reorganization

#### Section 3-301

(a)

  (1) Subject to subsection (b) of this section, if a final order for relief has been entered or is otherwise effective under federal bankruptcy law and is binding on the stockholders of a corporation, the board of directors of the corporation, the trustee appointed by the bankruptcy court, or the receiver appointed by the bankruptcy court, as the case may be, may amend the charter, amend the bylaws, transfer assets, dissolve the corporation, or take any other action necessary to carry out the order without any action by the stockholders.

  (2) If the final order authorizes a trustee or a receiver to take action, the trustee or the receiver may take the action without the approval of the board of directors.

(b)

  (1) On the entry of a final decree in the bankruptcy proceeding closing a case and discharging the trustee or the receiver, subsection (a) of this section shall no longer apply to the corporation.

  (2) The closing of the case and discharge of the trustee or the receiver may not affect the validity of any act taken prior to the closing and discharge under subsection (a) of this section.

(c) If a charter document is required to be filed with the Department to carry out a transaction under subsection (a) of this section, it shall state:

  (1) That the transaction was carried out under the final order of a bankruptcy court having jurisdiction;

  (2) The name of the court and the caption and docket number of the proceedings; and

  (3) That the transaction was approved by the board of directors, the trustee, or the receiver, as the case may be.

(d) If the action is taken by a trustee or receiver, he may sign and acknowledge the charter document for the corporation, and no other execution, acknowledgment, or affidavit on behalf of the corporation is required.

---

Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)