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Application For Termination Of Foreign Corporation Qualification - Maryland
| Application For Termination Of Foreign Corporation Qualification Form. This is a Maryland form and can be used in Business Entity Secretary Of State . |
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Corporate Charter MARYLAND State Department of Assessments and Taxation Corporate Charter Division Information Guide For Dissolving a Maryland Corporation Terminating a Foreign Corporations Right to do Maryland Business Guidelines for Articles Of Dissolution DISSOLVING A MARYLAND CORPORATION I. The enclosed guidelines for drafting Articles of Dissolution merely indicate the mandatory provisions which must b e Articles of Dissolution in order for the document to be accepted by the Department. The guidelines do not provide an optional provisions to modify the Articles of Dissolution to suit specific situations. Furthermore, the guidelines do not advice on the legal and tax repercussions of dissolving the corporation. II. Requirements of the Department to dissolve a corporation : <<<<<<<<<********>>>>>>>>>>>>> 2(A) Articles of Dissolution must be received and approved by the Department. (See III) (B) All personal property reports including the current years report must be filed with the Department. NOTE: In order to inquire as to whether the personal property returns are current you should contact: State Department of Assessments and Taxation 301 West Preston Street Baltimore, MD 21201 Phone 410-767-1170 (C) A fee of $100 must be submitted with the Articles of Dissolution. (D) If Articles of Dissolution are filed between January 1 and April 15, the current years personal property repo r required to be filed if: 1. A notarized affidavit signed by a representative of the corporation accompanies the Articles of Dissolution and ind corporation owned no tangible personal property on January 1 of the current year; or 2. The tangible personal property is transferred prior to dissolution and a transfer of property report is filed with the A Dissolution. (The transfer of personal property report form can be obtained by contacting the Department at 410-76 7 If the requirements of (1) or (2) are not satisfied then the current years personal property report must be filed, and t h that personal property must be certified to the subdivisions where the property is located. The personal property tax e year beginning July 1 must be paid prior to filing the Articles of Dissolution. (E) If Articles of Dissolution are filed between April 16 and June 30, the current years personal property report w filed. Personal property taxes generated from the assessment of that report will not have to be paid if: 1. The report indicated that the corporation owned no tangible personal property on January 1 of the current year; o r 2. The tangible personal property of the corporation is transferred prior to dissolution and a transfer or personal prop filed with the Articles of Dissolution. (The transfer of personal property report form can be obtained by contacting the 410-767-1180.) III. Guidelines for Articles of Dissolution: (The Articles should be typed on white paper at least 8 inches by 11 inches and not larger than 8 by 14 i (INSERT NAME OF CORPORATION) Articles of Dissolution FIRST: The name of the corporation is . SECOND: The address of the principal office of the corporation is . (NOTE: Address cannot be a post office box. Include a street and number, if any. The address must be withi nTHIRD: The name and address of a resident agent of the corporation who shall serve for one year after dissolution a affairs of the corporation are wound up are <<<<<<<<<********>>>>>>>>>>>>> 3 . FOURTH: The name and address of each of the directors is as follows: Name Address (Insert names and addresses.) FIFTH: The name, title and street address of each of the officers is as follows: Name Title Address (Insert names, titles, and addresses.) (NOTE: There must be at least a president, secretary, and treasurer for the corporation.) SIXTH: The dissolution of the corporation was approved in the manner and by the vote required by law and by the ch corporation. The dissolution of the corporation was duly authorized by the board of directors and stockholders of the (NOTE: For the specific procedures for approval by directors and stockholders, the charter and by-laws of t h and the Corporations and Associations Article of the Annotated Code of Maryland should be consulted.) SEVENTH: Notice of approved dissolution was mailed to all known creditors of the corporation on . OR The corporat known creditors. (NOTE: Use only one of the two statements in Article Seventh. If notice was mailed to creditors, Articles of D cannot be filed until after the 19th day following the mailing of the notice.) EIGHTH: The corporation is dissolved. NINTH: (OPTIONAL) Insert here all other provisions which the corporation considers necessary to dissolve. The undersigned (president, vice president, secretary or assistant secretary) certify under the penalties of perjury th a my knowledge, information and belief, the matters and facts set forth in these Articles of Dissolution with respect to t thereof are true in all material respects. ATTEST: Secretary or Assistant Secretary of Corporation President or Vice President of Co r I hereby consent to my designation in this document as resident agent for this corporation. Resident Agent (NOTE: The officer attesting and the officer signing cannot be the same individual unless the corporation is professional service corporation.) IV. Other Information: (A) Dissolution before organizational meeting : If a corporation is to be dissolved before the organizational meeting, the dissolution should be approved by a majorit y incorporators instead of by the directors and stockholders. A majority of incorporators would also execute the article s officers. A statement that the corporation is dissolving before the organizational meeting should be included in the a r <<<<<<<<<********>>>>>>>>>>>>> 4(B) Dissolution after organizational meeting but before the issuance of subscription of stock: If a corporation is to be dissolved after the organizational meeting but before the issuance or subscription of stock, t h should be approved by resolution of a majority of the board of directors. A majority of the directors would execute the of the officers. A statement that the corporation is dissolving after the organizational meeting but before the issuanc eof stock should be included in the articles. (C) Close Corporations: If the close corporation elected to have no board of directors, it would be approved by the stockholders only. (D) Non-stock Corporations: Where the words "stock" or "stockholders" are used in this publication, t
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