Maryland § 3-410

§ 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.