Maryland Corporation Voluntary Dissolution and Closure Packet

MARYLAND CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Important Use Gate

Use only for a solvent domestic business corporation pursuing voluntary dissolution. Do not use for a nonprofit, professional, public-benefit, regulated, foreign, insolvent, bankrupt, judicially dissolved, administratively dissolved, merged, converted, or control-disputed entity without a separate current-law workflow.

Do not file this packet. Download the current state filing and instructions immediately before submission. A saved fee, form number, signature method, or portal route is not authoritative.

For a domestic corporation, the actual filing is Articles of Dissolution with Maryland's State Department of Assessments and Taxation (SDAT) under Md. Code, Corps. & Ass'ns § 3-406.

1. Corporation and Route Profile

Attach the articles and amendments, bylaws, stock ledger, voting agreements, shareholder agreements, board and shareholder records, current state entity record, financial statements, tax records, contracts, claims, liens, and insurance information.

2. Maryland Approval Gate

If voting stock is outstanding or subscribed for, a majority of the entire board ordinarily adopts an advisability resolution and submits dissolution to a stockholder meeting. Give the required purpose notice to each stockholder entitled to vote under § 3-403(d). Unless an exception applies or the charter validly sets a lower vote under § 2-104(b)(5), approval requires two-thirds of all votes entitled to be cast on the matter. The charter may lower that threshold, but not below a majority of all votes entitled to be cast; check it before computing the vote.

Core approval sources checked for these points: Md. Code, Corps. & Ass'ns §§ 3-403 and 2-104(b)(5).

Do not authorize dissolution until every applicable constituency, notice, quorum, vote, consent, and appraisal-right issue is documented from current authority.

3. Internal Approval Record

Board Resolution

The board reviewed the corporation's governing documents, capitalization, financial condition, claims, contracts, taxes, employees, property, insurance, permits, data, and closure plan.

RESOLVED, for the ordinary stock-corporation route under Md. Code, Corps. & Ass'ns § 3-403(c), that [NUMBER] affirmative votes out of [NUMBER] directors in office constitute a majority of the entire board; the board declares dissolution advisable and directs submission of the proposed dissolution for consideration at an [ANNUAL / SPECIAL] meeting of stockholders. Stockholder approval must be recorded separately below;

RESOLVED, that [NAME / TITLE] is authorized to coordinate winding up and prepare current state filings, but may submit a filing only after counsel confirms all statutory and form prerequisites;

RESOLVED, that no shareholder distribution may be made until liabilities and legally sufficient reserves have been reviewed and approved.

Shareholder Approval Record

Attach the meeting notice, delivery proof, proposal, board recommendation or permitted explanation, voting ledger, proxies, ballots, minutes, and any written consents.

4. Filing and Effectiveness Control

Mandatory prefiling notice: After approving dissolution, mail notice of that approval to every known creditor at the address in the corporate records and to every employee at the recorded home or business address. Mail it at least 20 days before filing articles of dissolution. Record the mailing date and retain a recipient list and proof of mailing. Md. Code, Corps. & Ass'ns § 3-404. The articles must state the date notice was mailed to known creditors, or state that there are no known creditors. § 3-406(a)(6).

Use SDAT's current Articles of Dissolution filing under § 3-406 after the required approval and § 3-404 notice period. Do not treat internal approval, SDAT acceptance, tax closure, and completion of winding up as interchangeable events.

5. Winding-Up Workplan

6. Claims and Distribution Control

The § 3-404 mailing described above is mandatory even if the corporation uses no separate claim-bar process. Do not improvise a claim-bar notice, publication period, rejection deadline, or distribution priority. Use any additional statutory claims procedure only after counsel verifies its current requirements.

7. Tax, Agency, and Foreign-Qualification Register

A state dissolution filing does not by itself close federal, tax, payroll, unemployment, sales-tax, licensing, permit, benefit-plan, unclaimed-property, or foreign-registration accounts.

8. Completion and Records Certificate

The responsible persons report that approval and filing records are complete; assets, liabilities, claims, taxes, employees, contracts, permits, insurance, data, and foreign registrations were addressed or assigned; reserves and distributions were approved; and the final state status was confirmed.

Final counsel authorization: [FILE / HOLD / FURTHER REVIEW]