# Corporations and Associations (GCA)

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

### Subtitle 4. Dissolution

#### Section 3-410

(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 Sec. 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 Sec. 2-405.1 of this article.

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