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The Annotated Code of the Public Civil Laws of Maryland, 1911
Volume 372, Page 571   View pdf image (33K)
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ART. 23] DISSOLUTION——FORFEITURE OF FRANCHISES. 571

power to wind up and settle its affaris, to use* for and collect its assets
and to pay its debts; and they shall divide among the stockholders or
members, the money and other property that shall remain after the pay-
ment of the debts and necessary expenses; and the said trustees shall
be jointly and severally liable to the creditors, stockholders and mem-
bers of such corporation to the extent of its property and effects that
shall come into their hands.

See notes to sections 76 and 78.

1904, art 23, aecs. 384, 386, 387, and 389. 1888, art. 23, secs. 271, 273, 274, and 276.
1868, ch. 471, sees. 192, 194, 195, and 197. 1908, ch. 240, sec. 56.

81. The dissolution of a corporation shall not relieve its stock-
holders or directors or other officers from any obligations and liabilities
imposed on them by law; nor shall it abate any pending suit or proceed-
ing by or against the corporation, and all such suits may be continued
with such change of parties, if any, as the court in which the same are
pending shall direct. No receiver shall institute suit except by order
of the court appointing him; and such suit may be brought in his own
name as receiver or (notwithstanding its dissolution) in the name of
the corporation, to his use.

When receivers have been regularly appointed, their authority to sue can
not be questioned on the ground that the bill was not filed under section 376,
et seq., of the code of 1904 (see section 78), and hence, that section 387 of
said code was not applicable. Clark Co. v. Colton, 91 Md. 207; Hayes v.
Brotzman, 46 Md. 525.

Under sections 382, 384, and 387 of the code of 1904, the receiver of an
insolvent corporation had the power to sue a stockholder for the balance
due on his subscription. Stillman v. Dougherty, 44 Md. 383.
See notes to sections 76 and 78.

Ibid. secs. 367, 368, and 369. 1888, art. 23, secs. 255, 256, and 257.
1868, ch. 471, secs. 176, 177, and 178. 1908, ch. 240, sec. 57.

82. Whenever the attorney general or any state's attorney shall
be authorized by the governor to institute proceedings against a corpora-
tion to determine whether it has been guilty of such misuse, abuse or
nonuse of its powers and franchises as would by law make proper the
forfeiture of its charter, the attorney general or state's attorney so
authorized shall file in the court hereinafter designated a petition in
the name of the State setting forth in detail the alleged cause of forfeit-
ure; and thereupon the court shall lay a rule upon the corporation to
show cause within a time named why a judgment of forfeiture should
not be entered as prayed; a copy of such rule and of the petition shall
be served on the corporation by a day to be therein limited, as other
process against the corporation, as hereinafter provided, would be served.
By the day named in said order unless further time is granted by the
court, the corporation shall file its answer, setting forth all its defences
and verified by the affirmation or affidavit of one of its officers; such
further pleadings, if any, shall be filed within such time as the court
shall direct.

*Evidently a typographical error.

 

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The Annotated Code of the Public Civil Laws of Maryland, 1911
Volume 372, Page 571   View pdf image (33K)
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