Nonprofit Corporation Voluntary Dissolution Filing Requirements in Maryland

At a glance

Requirements one by one

Board or manager approval

Section 5-201 applies the general corporation law unless its context or a specific provision requires otherwise; § 5-208 expressly imports Title 3 dissolution. Section 1-101 includes nonstock members within “stockholder.” The default in § 3-403 is a majority of the entire board declaring dissolution advisable and submitting it to members. Section 5-202 permits nonstock charter/bylaw provisions prescribing voting proportions and allocating director/member voting power.

Member vote and class approval

The default in § 3-403 is two-thirds of all votes entitled to be cast, rather than only those cast at the meeting. Section 2-506 supplies the default majority-of-entitled-votes quorum and the separate-class rule. Section 5-202 permits nonstock variations in quorum and voting proportions. Under § 2-505(a), unanimous written or electronic consent is the ordinary alternative, filed with the meeting records; check the nonstock document provisions when identifying the approval method.

Filing contents and signer

Section 3-406 requires the name and principal office, resident agent's name/address, director and officer identities/addresses, approval method, creditor-mailing date or absence of known creditors, and dissolution statement. The resident agent is designated to serve for one year after dissolution and until winding up ends. Section 1-301 requires the specified authorized officer/agent signature and acknowledgment, attestation, and verification of approval facts.

Fee and effective time

Section 1-203(b)(14) says, “There is no processing fee for documents filed to dissolve, cancel, or terminate an entity under this subsection.” Section 3-408 makes dissolution effective at acceptance or the stated later time, no more than 30 days after acceptance. Section 3-407 permits filing after the nineteenth day following creditor-notice mailing, or at any time if there are no known creditors; the separate employee-notice duty in § 3-404 still applies.

What trips people up

• Directors can have a second statutory role. Under § 5-204, if neither charter nor bylaws provides for members, or the corporation in fact has none, directors also constitute members and may exercise member powers when meeting as directors. Read that role with the voting allocation permitted by § 5-202.
• The prefiling notice is a separate step. Section 3-404 requires mailed approval notice to known creditors and employees at least 20 days before filing. The default member meeting notice in § 2-504 is 10–90 days before the meeting, while § 5-202 permits nonstock document rules for giving member notice.
• Reversal must precede acceptance. Section 3-405 requires the same approval procedure for abandonment or rescission before SDAT accepts the articles, plus mailed notice within 30 days to creditors who received the dissolution notice.
• Restricted assets need their own compliant plan. Section 5-208 requires payment or provision for liabilities and compliance with return conditions. Its restricted charitable/religious-purpose assets pass under a plan approved in the dissolution manner and vote to the specified similar or associated organizations; it also requires a plan for the specified remaining assets.
• A filing correction rule took effect October 1, 2026. Chapters 313 and 314 amended § 1-201 to require a rejection notice with reasons and to preserve the original filing date if corrected charter documents are refiled and accepted within 30 days after SDAT mails the rejection. The effective-date clause is § 2 of Chapter 313.

Common questions

Can the dissolved corporation still bring or defend a lawsuit?

Yes. Section 3-410 allows the directors to sue or be sued in the corporation's name during liquidation.

Can the directors finish existing contracts?

Yes. Section 3-410 expressly permits carrying out corporate contracts while managing affairs solely for the winding-up purposes in § 3-408.

Statutes and sources

Md. Code, Corps. & Ass’ns § 1-101

(bb) “Stockholder” means a person who is a record holder of shares of stock in a corporation and includes a member of a corporation organized without stock.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 1-201

(a) The Department may not accept for record any charter document of a Maryland corporation which does not conform with law. However, any document which purports to be acknowledged may be treated by the Department as properly acknowledged. (b) The Department may not accept for record or filing any charter document, qualification, registration, change of resident agent or principal office, report, service of process or notice, or other document until all required recording, filing, organization and capitalization, and other special fees have been paid to the Department. (c) (1) The Department may accept documents that are filed for record by electronic transmission. (2) Documents filed for record by electronic transmission are subject to the regular filing fees and expedited processing fees provided in § 1–203 of this subtitle. (d) (1) On payment of the regular processing fee and, if applicable, expedited processing fee provided in § 1–203 of this subtitle, the Department may accept for preclearance any document or draft of any document listed in § 1–203(b)(1) or (4) of this subtitle. (2) The Department may adopt regulations to administer the preclearance process.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 1-203

(14) There is no processing fee for documents filed to dissolve, cancel, or terminate an entity under this subsection.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 1-301

(a) Articles supplementary and articles of amendment, restatement, amendment and restatement, consolidation, merger, share exchange, conversion, extension, and validation and, except as provided in § 3–406(b) of this article, articles of dissolution shall be executed as follows: (1) They shall be signed and acknowledged for each corporation, statutory trust, or real estate investment trust party to the articles, by its chairman or vice chairman of the board of directors or board of trustees, by its chief executive officer, chief operating officer, chief financial officer, president, or one of its vice presidents, or, if authorized by the bylaws or resolution of the board of directors or board of trustees, by any other officer or agent of the corporation, statutory trust, or real estate investment trust; (2) They shall be witnessed or attested by the secretary, treasurer, chief financial officer, assistant treasurer, or assistant secretary of each corporation, statutory trust, or real estate investment trust party to the articles, or, if authorized by the bylaws or resolution of the board of directors or board of trustees, by any other officer or agent of the corporation, statutory trust, or real estate investment trust; (3) They shall be signed and acknowledged for each other entity party to the articles by a person authorized to act for the entity by law or by the governing document; and (4) The matters and facts set forth in the articles with respect to authorization and approval shall be verified under oath as follows: (i) With respect to any Maryland corporation, statutory trust, or real estate investment trust party to the articles, by the chairman or the secretary of the meeting at which the articles or transaction were approved, by the chairman or vice chairman of the board of directors or board of trustees, by the chief executive officer, chief operating officer, chief financial officer, president, vice president, secretary, or assistant secretary of the corporation, statutory trust, or real estate investment trust, or, if authorized in accordance with item (1) of this subsection, by any other officer or agent of the corporation, statutory trust, or real estate investment trust; (ii) With respect to any foreign corporation party to articles of consolidation, merger, or share exchange, by the chief executive officer, chief operating officer, chief financial officer, president, vice president, secretary, or assistant secretary of the corporation; and (iii) With respect to any other Maryland or foreign entity party to the articles, by a person authorized by law or by the governing document to act for the entity.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 2-504

(a) Not less than 10 nor more than 90 days before each stockholders’ meeting, the secretary of the corporation shall give, or cause to be given, notice in writing or by electronic transmission of the meeting to: (1) Each stockholder entitled to vote at the meeting; and (2) Each other stockholder entitled to notice of the meeting. (b) The notice shall state: (1) The time of the meeting, the place of the meeting, if any, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at the meeting; and (2) The purpose of the meeting, if: (i) The meeting is a special meeting; or (ii) Notice of the purpose is required by any other provision of this article.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 2-505

(a) Except as provided in subsection (b) of this section, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a unanimous consent which sets forth the action is: (1) Provided in writing or by electronic transmission by each stockholder entitled to vote on the matter; and (2) Filed in paper or electronic form with the records of stockholders meetings.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 2-506

(a) Unless this article or the charter of a corporation provides otherwise, at a meeting of stockholders: (1) The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting constitutes a quorum; and (2) A majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting. (b) Subject to other provisions of this article, unless the charter of a corporation provides otherwise, if two or more classes or series of stock are entitled to vote separately on any matter for which this article requires approval by two– thirds of all the votes entitled to be cast, the matter shall be approved by two–thirds of all the votes of each class or series entitled to vote on the matter.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 3-403

(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. (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. (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. (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. (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.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 3-404

Not less than 20 days prior to the filing of articles of dissolution with the Department, the corporation shall mail notice that dissolution of the corporation has been approved to all its known creditors at their addresses as shown on the records of the corporation and to its employees, either at their home addresses as shown on the records of the corporation, or at their business addresses.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 3-405

(a) At any time before articles of dissolution are accepted for record by the Department, the corporation may abandon or rescind the dissolution by following the same procedure required for its approval. (b) Within 30 days after the date of the abandonment or rescission, the corporation shall mail notice of it to every creditor to whom notice of approval of the dissolution was mailed.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 3-406

(a) In the case of voluntary dissolution, the articles of dissolution shall include: (1) The name of the corporation and the address of its principal office; (2) The name and address of a resident agent of the corporation who shall serve for one year after dissolution and until the affairs of the corporation are wound up; (3) The name and address of each director of the corporation; (4) The name, title, and address of each officer of the corporation; (5) A statement that dissolution of the corporation was approved in the manner and by the vote required by law and by the charter of the corporation, and a statement of the manner of approval; (6) A statement that notice of the approved dissolution was mailed to all known creditors of the corporation and the date of the mailing, or a statement that the corporation has no known creditors; (7) All other provisions which the corporation considers necessary to dissolve; and (8) A statement that the corporation is dissolved. (b) (1) If the dissolution is authorized under § 3-402 of this subtitle, a majority of the incorporators or a majority of the entire board of directors, as the case may be, shall execute articles of dissolution for the corporation in the manner required by Title 1 of this article. (2) In all other cases, articles of dissolution shall be executed by the persons and in the manner required by Title 1 of this article.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 3-407

(a) The corporation shall file articles of dissolution for record with the Department: (1) If there are any known creditors of the corporation, after the 19th day following the mailing of notice to them; or (2) If there are no known creditors, at any time. (b) On written request of the corporation, the Department shall furnish without charge a list of all collectors of taxes of counties and municipalities to which the Department has certified an assessment of personal property taxable to the corporation within the preceding four years.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 3-408

(a) Except as provided in subsection (b) of this section, the corporation is dissolved on the later of: (1) The time the Department accepts the articles of dissolution for record; or (2) The time established under the articles, not to exceed 30 days after the articles are accepted for record. (b) The corporation continues to exist for the purpose of paying, satisfying, and discharging any existing debts or obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind up its business and affairs.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 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 § 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.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 5-201

The provisions of the Maryland General Corporation Law apply to nonstock corporations unless: (1) The context of the provisions clearly requires otherwise; or (2) Specific provisions of this subtitle or other subtitles governing specific classes of corporations provide otherwise.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 5-202

(a) The charter of each nonstock corporation formed after June 1, 1951, shall provide that the corporation has no authority to issue capital stock. (b) Notwithstanding any other provision of this article, the charter or bylaws of a nonstock corporation may: (1) Divide the directors or members of the corporation into classes; (2) Prescribe the tenure and conditions of service of its directors, but no class of directors may be elected to serve for a period shorter than the interval between annual meetings unless: (i) All or a class of directors must be members; and (ii) Qualifications for membership have the effect of shortening their tenure of service; (3) Provide that an individual may serve as a director by reason of serving in a specified office or position within or outside the corporation and prescribe that the individual shall serve as a director during the individual’s service in the specified office or position; (4) Prescribe the rights, privileges, and qualifications of its members; (5) Prescribe the manner of giving notice of any meeting of its members; (6) Provide for the number or proportion of voting members whose presence in person or by proxy constitutes a quorum at any meeting of its members; (7) Provide that any action may be taken or authorized by any number or proportion of the votes of all its members or all its directors entitled to vote; (8) Deny or limit the right of its members to vote by proxy; (9) Provide for the right of members to vote by mail or by electronic transmission on a stated proposal or for the election of directors or any officers who are elected by members; (10) Regulate the management of the business and affairs of the corporation; and (11) Regulate the exercise or allocation of voting power between or among the directors and members.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 5-204

(a) For purposes of any law or rule relating to members of a nonstock corporation, the directors of a nonstock corporation, under either of the circumstances described in subsection (b) of this section: (1) Also constitute the members of the corporation; and (2) When meeting as directors, may exercise the rights and powers of members. (b) This section applies if: (1) Neither the charter nor the bylaws of the corporation provide for members; or (2) The nonstock corporation in fact has no members.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 5-208

(a) Except as otherwise provided in this section, the dissolution or forfeiture of the charter of a nonstock corporation shall be effected as provided in Title 3 of this article. In dissolution or on forfeiture of the charter of the corporation, the directors have the powers and duties of directors of a stock corporation under this article. (b) If a Maryland nonstock corporation dissolves or its charter is forfeited: (1) Every liability and obligation of the corporation shall be paid and discharged or adequate provision for payment and discharge shall be made; (2) Assets held by the corporation subject to legally valid requirements for their return, transfer, or conveyance on dissolution or forfeiture shall be disposed of in accordance with these requirements; (3) Assets held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held subject to legally valid requirements for their return, transfer, or conveyance by reason of dissolution or forfeiture, shall be transferred or conveyed under a plan of distribution, adopted in the manner and by the vote required for authorization of dissolution of the corporation, to one or more Maryland or foreign corporations or associations having a similar or analogous character or purpose, or associated or connected with the corporation; (4) Other assets shall be distributed as provided in the charter or the bylaws to the extent that the charter or bylaws determine the distributive rights of members or any class or classes of members, or provide for distribution to others; and (5) Any remaining assets may be distributed to any person, society, organization, or Maryland or foreign corporation specified in a plan of distribution, adopted in the manner and by the vote required for authorization of dissolution of the corporation. (c) Unless the decree of a court of competent jurisdiction provides otherwise, the provisions of § 3–412 of this article relating to distributions in dissolution of stock corporations or §§ 3–517 and 3–518 of this article relating to distributions on forfeiture of the charters of stock corporations, as the case may be, apply to the distribution of assets to any member or other person entitled or otherwise designated to receive a distribution in liquidation of a nonstock corporation. For purposes of this section, the term “stockholders” in §§ 3–412, 3–517, and 3–518 of this article includes every person so entitled or designated to receive a distribution in liquidation.

Official text (accessed 2026-10-02).

Md. Code, Corps. & Ass’ns § 1-201 (2026 Chapter 313, effective October 1, 2026)

(b)(1) IF THE DEPARTMENT DOES NOT ACCEPT A CHARTER DOCUMENT FOR RECORD, THE DEPARTMENT SHALL NOTIFY THE PERSON WHO FILED THE DOCUMENT OF THE REJECTION AND THE REASON FOR THE REJECTION. (2) IF A CORRECTED CHARTER DOCUMENT IS REFILED AND ACCEPTED BY THE DEPARTMENT FOR RECORD WITHIN 30 DAYS AFTER THE DEPARTMENT’S MAILING OF THE NOTICE OF THE REJECTION, THE DEPARTMENT SHALL ACCEPT FOR RECORD THE CORRECTED CHARTER DOCUMENT AS OF THE DATE THE REJECTED CHARTER DOCUMENT WAS ORIGINALLY FILED.

Official text (accessed 2026-10-02).

2026 Md. Laws ch. 313, § 2

SECTION 2. AND BE IT FURTHER ENACTED, That this Act shall take effect October 1, 2026. Approved by the Governor, April 28, 2026.

Official text (accessed 2026-10-02).