EMERSON C. HARRINGTON, GOVERNOR. 395

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 corporation 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 per-
sons 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 corpora-
tion 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 dis-
solving 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 cer-
tificate of incorporation is recorded, and a copy thereof for
recordation shall also be forwarded to the Secretary of State,
if the certificate of incorporation is recorded in the office of
said Secretary of State.

If any stock of the corporation has been issued, a resolution
authorizing the dissolution shall be passed by a majority of the
directors and a majority in amount of stock outstanding at
meetings duly warned according to law, and if more than one
class of stock, then by a majority of each class, and in such case
the petition shall be valid if sworn to and filed by the president
and secretary, or by a (majority of the directors, provided that
in all cases a certified copy of such resolution shall be filed as
an exhibit with the petition.

Accompanying the filing of any petition heretofore referred
to with the State Tax Commission, there shall be a fee of fif-
teen dollars, out of which shall be paid the cost of advertising
and for the balance, the State Tax Commission shall account
quarterly to the Comptroller of the Treasury and pay the
same to the Treasurer for the use of the State.