Maryland Statutes
Subtitle 4 - Dissolution
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.

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