1654

LAWS OF MARYLAND

[Ch. 311

result of judicial decisions.

The language of subsection (b) of this section
conforms to CL §13-102, References to
transactions having the same effect as if made
by a natural person are deleted. The Federal
Bankruptcy Act no longer recognizes this
distinction in this area.

In subsection (c) of this section, the term
"security interest" is included to conform
with the U.C.C., and the laundry list of
security instruments is deleted as
unnecessary.

For the definition of the term "assets," see
§1-101.

3-419. LIABILITY OF STOCKHOLDERS, OFFICERS, AND
DIRECTORS IN VOLUNTARY OR INVOLUNTARY DISSOLUTION.

(A)       LIABILITY IN GENERAL.

THE VOLUNTARY OR INVOLUNTARY DISSOLUTION OF A
CORPORATION DOES NOT RELIEVE ITS STOCKHOLDERS, DIRECTORS,
OR OFFICERS FROM ANY OBLIGATION OR LIABILITY IMPOSED ON
THEM BY LAW.

(B)       DEFENSES OF STOCKHOLDER.

AT ANY TIME BEFORE FINAL RATIFICATION OF THE
AUDITORS ACCOUNT DISTRIBUTING THE ASSETS OF THE
CORPORATION AMONG ITS CREDITORS AND STOCKHOLDERS, ANY
STOCKHOLDER OF A CORPORATION DISSOLVED BY THE ORDER OF A
COURT MAY PLEAD ON BEHALF OF THE CORPORATION ALL
DEFENSES, INCLUDING LIMITATIONS OR LACHES, IN THE SAME
MANNER AS COULD THE CORPORATION OR ITS RECEIVER.

REVISOR'S NOTE: This section presently appears as
Art. 23, §82. It is redrafted to clarify that
it applies to both voluntary and involuntary
dissolutions.

The provisions of present §82(a) which relate
to the abatement of suits are deleted as
unnecessary. Maryland Rule 222 fully covers
this matter.

The provisions making the section retroactive
are deleted as unnecessary; however, if there
are suits still pending based on dissolutions
occurring prior to 1963, they will not abate

as a result of the deletion since §_____ of

Ch.____, Acts of 1975, which enacted this