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§ 3-403. Approval procedure, stock outstanding

West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2020

West's Annotated Code of Maryland
Corporations and Associations
Title 3. Corporations in General--Extraordinary Actions (Refs & Annos)
Subtitle 4. Dissolution
Effective: October 1, 2020
MD Code, Corporations and Associations, § 3-403
§ 3-403. Approval procedure, stock outstanding
Currentness
In general
(a) If there is any stock entitled to be voted on the dissolution either outstanding or subscribed for, the dissolution shall be approved as provided in this section.
Approval
(b) A dissolution of a Maryland corporation registered as an open-end investment company under the Investment Company Act of 1940 shall be approved by a majority of the entire board of directors and in the manner and by the vote required under the Investment Company Act of 1940.
Directors’ action
(c) Except as provided in § 2-112 of this article and subsection (b) of this section, a majority of the entire board of directors of a corporation proposing to dissolve shall:
(1) Adopt a resolution which declares that dissolution of the corporation is advisable; and
(2) Direct that the proposed dissolution be submitted for consideration at either an annual or a special meeting of the stockholders.
Notice to stockholders
(d) Notice which states that a purpose of the meeting will be to act on the proposed dissolution shall be given by the corporation in the manner required by Title 2 of this article to each stockholder entitled to vote on the proposed dissolution.
Stockholder approval
(e) Except as provided in subsection (b) of this section, the proposed dissolution shall be approved by the stockholders of the corporation by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter.

Credits

Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1999, c. 453, § 1, eff. Oct. 1, 1999; Acts 2020, c. 292, § 1, eff. Oct. 1, 2020; Acts 2020, c. 293, § 1, eff. Oct. 1, 2020.
Formerly Art. 23, § 76.
MD Code, Corporations and Associations, § 3-403, MD CORP & ASSNS § 3-403
Current through legislation effective through April 9, 2023, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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