(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.
Structure Maryland Statutes
Title 3 - Corporations in General -- Extraordinary Actions
Subtitle 5 - Extension, Forfeiture, Andrevival of Charter
Section 3-501 - Power to Reinstate Expired Charter and Extend Corporate Existence
Section 3-502 - Contents and Execution of Articles of Extension
Section 3-503 - Forfeiture of Charter for Nonpayment of Taxes or Failure to File Report
Section 3-504 - Notice of Proclamation; Effect of Compliance
Section 3-505 - Correction of Mistakes
Section 3-506 - Other Remedies Not Affected
Section 3-507 - Procedure for Revival of Forfeited Charter
Section 3-508 - Contents of Articles of Revival
Section 3-509 - Conditions on Acceptance of Articles of Revival
Section 3-510 - Evidentiary Effect of Acceptance of Articles of Revival
Section 3-512 - Effect of Extension or Revival
Section 3-513 - Forfeiture of Charter for Misuse of Powers
Section 3-514 - Prohibition Against Doing Business After Forfeiture
Section 3-515 - Powers of Directors on Forfeiture
Section 3-516 - Appointment of Receiver on Forfeiture
Section 3-519 - Conditions on Expiration of Corporate Existence