§ 3-406. Articles of dissolution

   (a) Contents. -- 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) Execution of articles. --

   (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.

HISTORY: An. Code 1957, art. 23, § 77; 1975, ch. 311, § 2.