Articles Of Dissolution Form - Maryland Page 5
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6SDAT: Corporate Charter
III. The Articles should be typed on white paper at least 8 ½ inches by 11 inches and not larger than 8 ½
by 14 inches.
IV. Other Information:
(A) Dissolution before organizational meeting:
If a corporation is to be dissolved before the organizational meeting, the dissolution should be approved by
a majority of the incorporators instead of by the directors and stockholders. A majority of incorporators
would also execute the articles instead of the officers. A statement that the corporation is dissolving before
the organizational meeting should be included in the articles.
(B) Dissolution after organizational meeting but before the issuance of subscription of stock:
If a corporation is to be dissolved after the organizational meeting but before the issuance or subscription
of stock, the dissolution should be approved by resolution of a majority of the board of directors. A majority
of the directors would execute the articles instead of the officers. A statement that the corporation is
dissolving after the organizational meeting but before the issuance or subscription of stock should be
included in the articles.
(C) Close Corporations:
If the close corporation elected to have no board of directors, it would be approved by the stockholders
only.
(D) Non-stock Corporations:
Where the words "stock" or "stockholders" are used in this publication, the words "membership" or
"members", respectively, should be inserted.
(E) Other Information:
If legal questions arise regarding the dissolution of the charter, you should consult an attorney and/or the
Corporations and Associations Article of the Annotated Code of Maryland. The Annotated Code of
Maryland can be found in most public libraries in Maryland. Title 3, Subtitle 4 is relevant to Articles of
Dissolution. Title 7 is relevant to Foreign Terminations.
V. Termination of authority to do business by a non-Maryland (Foreign) corporation:
A foreign corporation may terminate its qualification by completing the Department's Application for
Termination. All annual personal property returns must have been submitted, and any late filing penalties
assessed against the corporation must be paid.
The fee to file the application is $25.00.
VI. Walk-in processing of documents is done only upon payment of an expedited fee: $50.00 to file a
document, $20.00 to receive a certificate of status, $20.00 to receive copies of a document. These fees
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