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Section 3-501 – Power to Reinstate Expired Charter and Extend Corporate Existence

    (a)    If the period of existence of a corporation has expired under the terms of its charter and if the corporation has been in continuous operation since before the date of expiration, the corporation, at any time within three years after the date of expiration, may reinstate its charter and extend its existence for an additional […]

Section 3-502 – Contents and Execution of Articles of Extension

    (a)    Articles of extension shall include:         (1)    The date the existence of the corporation expired under the terms of its charter;         (2)    The date to which the existence of the corporation is to be extended, or a statement that the existence of the corporation is to be perpetual;         (3)    A statement that the reinstatement and extension have been approved […]

Section 3-503 – Forfeiture of Charter for Nonpayment of Taxes or Failure to File Report

    (a)    (1)    Except with respect to a tax collectable locally, immediately after September 30 of each year, the State Comptroller shall certify to the Department a list of every Maryland corporation which has not paid a tax due before October 1 of the year after the tax became due.         (2)    When the Comptroller certifies the list to the […]

Section 3-504 – Notice of Proclamation; Effect of Compliance

    (a)    Within ten days after the issuance of the proclamation, the Department shall mail notice of the proclamation to each corporation named in it. The notice shall be addressed to the corporation at its mailing address on file with the Department or, if none, at any other address appearing on the records of the Department.     (b)    A […]

Section 3-505 – Correction of Mistakes

    (a)    If the Department is satisfied that a corporation named in the proclamation has not failed to pay the tax, unemployment insurance contributions, or reimbursement payments, or file the report within the period specified in § 3–503 of this subtitle, or that it has been mistakenly reported to the Department by the State Comptroller or the […]

Section 3-506 – Other Remedies Not Affected

    This subtitle does not repeal, supersede, or in any manner affect any remedy or provision of law:         (1)    For the collection of taxes, unemployment insurance contributions, or reimbursement payments and the interest and penalties due on them; or         (2)    To compel the filing of annual reports.

Section 3-507 – Procedure for Revival of Forfeited Charter

    (a)    The charter of any corporation which is forfeited for nonpayment of taxes, unemployment insurance contributions, or reimbursement payments or failure to file an annual report may be revived in the manner provided in this section.     (b)    (1)    Any two of the last acting officers of the corporation shall sign and acknowledge articles of revival and file them […]

Section 3-508 – Contents of Articles of Revival

    Articles of revival shall include:         (1)    The name of the corporation at the time the charter was forfeited;         (2)    The name which the corporation will use after revival, which shall comply with the provisions of this article with respect to corporate names;         (3)    The address of the principal office of the corporation in this State if different from […]

Section 3-509 – Conditions on Acceptance of Articles of Revival

    The Department may not accept articles of revival for record unless:         (1)    All annual reports required to be filed by the corporation or which would have been required if the charter had not been forfeited are filed; and         (2)    Unemployment insurance contributions, or reimbursement payments, all State and local taxes, except taxes on real estate, and all […]

Section 3-510 – Evidentiary Effect of Acceptance of Articles of Revival

    Except in a proceeding by the State or any of its political subdivisions, the acceptance of articles of revival for record by the Department is conclusive evidence of:         (1)    The payment of all fees, taxes, unemployment insurance contributions, and reimbursement payments required to be paid;         (2)    The filing of all reports required to be filed; and         (3)    The […]

Section 3-512 – Effect of Extension or Revival

    The reinstatement and extension of a corporation’s existence under § 3-501 of this subtitle or the revival of a corporation’s charter under § 3-507 of this subtitle has the following effects:         (1)    If otherwise done within the scope of its charter, all contracts or other acts done in the name of the corporation while the charter […]

Section 3-513 – Forfeiture of Charter for Misuse of Powers

    (a)    At any time, the Department may authorize the Attorney General to institute proceedings against a corporation to determine whether the corporation has abused, misused, or failed to use its powers and franchises in a manner which, in the public interest, would make proper the forfeiture of its charter.     (b)    If authorized by the Department, the Attorney […]

Section 3-514 – Prohibition Against Doing Business After Forfeiture

    (a)    Any person who transacts business in the name or for the account of a corporation knowing that its charter has been forfeited and has not been revived is guilty of a misdemeanor and on conviction is subject to a fine of not more than $500.     (b)    For the purpose of this section, unless there is clear […]

Section 3-515 – Powers of Directors on Forfeiture

    (a)    When the charter of a Maryland corporation has been forfeited, until a court appoints a receiver, the directors of the corporation shall manage its assets for purposes of liquidation.     (b)    Unless and until articles of revival are filed, the directors shall:         (1)    Collect and distribute the assets, applying them to the payment, satisfaction, and discharge of existing […]

Section 3-516 – Appointment of Receiver on Forfeiture

    (a)    A director, stockholder, or creditor of a Maryland corporation which has had its charter forfeited may petition a court of equity to take jurisdiction of the liquidation of the corporation.     (b)    After notice and hearing, the court for good cause shown may order the corporation liquidated under court supervision either by the directors as trustees or […]

Section 3-519 – Conditions on Expiration of Corporate Existence

    (a)    If the period of existence of a corporation is limited by its charter, the corporation shall comply with the following conditions before the period of its existence expires:         (1)    All taxes not barred by limitations and payable by the corporation to the Department, including taxes billed at the current rate under § 10–206 of the Tax […]