CORPORATIONS. 689

court shall direct, in some newspaper published in the county or city in
which such court is held; if an answer shall be filed to such petition, evi-
dence shall be taken in the manner usual in courts of equity; if no answer is
filed, or if upon consideration of the petition, answer and proof, the court
shall be of opinion that no sufficient cause against a dissolution has been
shown, a decree shall be entered dissolving the said corporation and appoint-
ing one or more receivers of its estate and effects, if any; and any of the
directors or other officers or any of the stockholders or members of the cor-
poration may be appointed its receivers or such other person or persons
as the court may select.

Sec. 381 of the Code of 1904, referred to in deciding that the right of removal
does not apply to proceedings for the forfeiture of chartered franchises. Bel Air
Club v. State, 74 Md. 301.

Cited but not construed in Preston v. Poe, 116 Md. 6.

See notes to secs. 88 and 92.

An. Code, sec. 77A. 1916, ch. 596, sec. 77A.

90. Upon the making of any decree dissolving a corporation, the Clerk
of the Court making such decree shall forthwith certify to the State Tax
Commission that such decree has been made, and in case such decree should
be annulled, the Clerk of the Court shall forthwith so certify to the said
State Tax Commission.

An. Code, sec. 77B. 1918, ch. 198, sec. 87A.

91. In addition to the provisions in the foregoing section, any corpora-
tion of this State possessing no assets and owing no debts may close its
affairs and authorize a petition for dissolution to be filed with the State Tax
Commission by adopting the following procedure;

If no stock has been issued, a majority of the incorporators or directors
named in the certificate of incorporation shall pass a resolution declaring
that dissolution is advisable and thereupon a petition shall forthwith be
filed in the name of the corporation, with the State Tax Commission of
Maryland, such petition to be signed and sworn to by such incorporators
or directors, giving their addresses and setting forth therein that the cor-
poration has no outstanding contractual obligations and has no assets or
liabilities. Upon the filing of such petition, the State Tax Commission
shall pass an order directing all persons interested in the corporation to
show cause, if any they have, why it should not be dissolved on another date
to be named in said order, which order shall be published by the State Tax
Commission once in some newspaper published in the city or county where
the principal office of such corporation is located at least fifteen days prior
to the date on which the Commission shall take final action, and if no
cause is shown, or no sufficient cause, why an order of dissolution should not
be passed, the State Tax Commission shall pass such order dissolving
such corporation, and a copy thereof for recordation shall be forwarded
by the said Commission to the clerk of the Circuit or Superior Court, as
the case may be, where the certificate of incorporation is recorded, and a
copy thereof for recordation shall also be forwarded to the Secretary of