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of said corporation has been paid in. But if any of the trustees, directors or managers of said corporation shall object to declaring such dividend, or to the payment of the same, and shall, at any time before the time fixed for the payment of the same, record a certificate of their objection in writing with the clerk of the Court in which the certificate of incorporation is recorded, they shall be exempt from the liability imposed hereby. Second: No loan of money shall be made by any corporation to any stockholder or director therein, and if any such loan shall be made, the officer or officers or directors who shall make it or assent thereto shall be jointly and severally liable for all the debts of said corporation to the extent of the loss that may result from such loan; but this paragraph second shall not apply to any building or homestead association, or any corporation whose principal business under its charter is to loan money on real or personal property, or to any corporation receiving and authorized to receive money on deposit, or to any lise insurance company lending money to any of its policyholders on their policies. Third: In the event of the insolvency of the corporation, the liability of the directors and officers under this section (75) shall be collectible by the receiver or other person winding up its affairs, as an asset of said corporation.*
1904, art. 23, sec. 378. 1888, art. 23, sec. 265. 1868, ch. 471, sec 186.
1908, ch. 240, sec. 51. 1916, ch. 596, sec. 12, par. 76. 76. Any corporation of this State may close its affairs and authorize a bill for its dissolution to be filed in the following manner: A majority of the whole board of directors shall pass a resolution declaring that dissolution is advisable and calling a meeting of the stockholders or members to take action there. on. The meeting of the stockholders or members shall be duly warned in the manner provided in Section 15 of this Article. If two-thirds of all the shares (or, if two or more classes of shares have been issued, two-thirds of each class), outstanding and entitled to vote, or two-thirds of the members vote in favor of dissolution, a petition for dissolution shall be forthwith filed in the name of the corporation and on its behalf in a Court of
* Maryland Trust Co. vs. Mechanics National Bank, 102 Md. 608, 622,
Equity of the county or city in which its principal office is located. Whenever all of the stockholders or members shall consent in writing to a dissolution, no meeting of stockholders or members or notice thereof sball be necessary.*
I bid, secs. 379, 380 and 381. 1888, art. 23, secs. 266, 267 and 268. 1868.
ch. 471, secs. 187, 188 and 189. 1908, ch. 240, sec. 52. 77. Every such petition shall contain a statement of the reasons why the dissolution of the corporation is sought, and there shall be filed as an exhibit with it a full and true inventory of its assets and liabilities; a list of all the stockholders, if any, their respective addresses, the number of share belonging to each and the amount, if any, remaining due thereon; a full statement of all the incumbrances on the property of the corporation, and a full list of its creditors, with their respective addresses and the amounts due each. Such exhibit shall be verified by the oath or affirmation of some officer or stockholder (of the corporation, and upon the filing of such petition, accompanied by the exhibit, the Court shall pass an order requiring all persons interested in the corporation to show cause by a day to be named, if any they have, why it should not be dis solved on another day to be named in' said order, which said order shall be published, for such time as the 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, evidence 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 su!icient cause against a dissolution has been shown, a decree shall be entered dissolving the said corporation and appointing 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 corporation may be appointed its receivers or such other person or persons as the Court may select.
1916, ch. 596, sec. 13, par. 77A.
77a. Upon the making of any decree dissolving a corporation, the Clerk of the Court making such decree shall forthwith cer
* Preston vs. Poe, 116 Md. 1 ; Webster vs. Susquehanna Pole Line Co., 112 Md. 416, 435.
tify 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.
1904, art. 23, sec. 376. 1888, art. 23, sec. 264. 1868, ch. 471, sec. 185.
1894, ch. 263. 1908, ch. 240, sec. 53.
78. Whenever any corporation of this State, other than a railroad, shall have been determined by legal proceedings to be insolvent or shall be proven to be insolvent by proof offere:1 under any bill filed under the provisions of this section, it may be dissolved, after a hearing according to the practice of Courts of Equity in this State, upon a bill for that purpose filed in a Court of Equity of the county or city in which its principal office is located. Such bill may be filed by any stockholder or creditor of the corporation.*
1904, art. 23, secs. 377, 382, 383. 1888, art. 23, secs. 269, 270. 1868, ch 471, secs. 190 and 191. 1896, ch. 349. 1902, ch. 198, sec. 264A.
1908, ch. 240, sec. 54. 79. Whenever any corporation shall be dissolved by the de(ree of any Court of this State, its property shall vest in its receivers appointed and named therein, and all preferences, payments and transfers, howsoever made by it or by any of its officers on its behalf, which would be void or fraudulent under the provisions of the insolvency laws of this State, if made by a natural person, shall to the like extent and with like remedies be fraudulent and void; and for the purpose of setting aside such preferences, payments and transfers, the receiver of such corporation shall have all the powers vested in the permanent trustee of an insolvent debtor and the date of the filing of the petition or bill by or against such corporation shall, for the
* Mowen vs. Nitch, 103 Md. 685 ; Murphy vs. Penniman, 105 Md. 452, 469; Union Trust Co. vs. Belvedere, 105 Md. 507. Differences between proceeding for in voluntary dissolution of corporation under act and proceeding for appointment of receiver to prevent loss to stockholders, pending voluntary dissolution of the corporation as a solvent concern, explained. Preston vs. Poe, 116 Md. 1; Whitman vs. United Surety Co., 110 Md. 421. Internal dissensions among stockholders as to corporate management is no warrant from intervention of equity court. Howeth vs. Coulbourne Bros., 115 Md. 107. Apart from statutory power, a court of equity cannot dissolve a corporation, and under the law in Maryland it is necessary to prove that corporation is insolvent before it can be involuntarily dissolved. Howeth vs. Coulbourne Bros., 115 Md. 107; Barton vs. Fraternal Alliance, 85 Md. 14.
purpose of determining the validity of preferences and for all other purposes, be treated as the date of the filing of the petition in insolvency by or against a natural person; provided, however, that if any real or personal property of such corporation shall have been decreed to be sold by any Court of Equity for the enforcement of a mortgage, deed of trust or deed of trust in the nature of a mortgage; or if there be a power of sale or a consent to a decree for a sale contained in any mortgage, deed of trust or deed of trust in the nature of a mortgage of real or personal property made by such corporation, then (unless with the written consent of the other parties in interest), the receiver of such corporation shall be authorized to sell only the equity of redemption in the property mentioned in such decree, mortgage, deed of trust or deed of trust in the nature of a mortgage; and, unless such consent be given such decree and the powers of sale contained in such mortgage, deed of trust or deed of trust in the nature of a mortgage may be executed as if proceedings against the corporation had not been instituted.*
1904, art. 23, sec. 385. 1888, art. 23, sec. 272. 1868, ch. 471, sec. 193.
1908, ch. 240, sec. 55.
80. Upon the dissolution of any corporation of this State in any manner otherwise than by judicial proceedings, and until other persons shall be appointed as receivers by some Court of competent jurisdiction, the directors at the time of dissolution
* Campbell re. Burnett, 120 Md. 214, 227 ; Hughes vs. Hall, 118 Md. 673; Middendorf vs. Baltimore Refrigerating Co., 117 Md. 17; Gregory vs. Chapman, 119 Md. 495; Zielian vs. Baltimore Plant Ice Co., 115 Md. 658; Knabe vs. Johnson, 107 Md. 616, 620. Decree dissolving corporation vests all property in receiver. Hughes vs. Hall, 117 Md. 547. Foreclosure-bondholders as parties Spedden vs. Baltimore Refrigerating Co., 117 Md. 443. Art. 47, sec. 15, provides that when a person or corporation makes an assignment for benefit of creditors or shall be adjudicated insolvent, then all money due for wages, etc., contracted not more than three months anterior to execution of assignment or adjudication of insolvency shall be preferred, except to expenses, taxes and lien claims recorded at least three months prior to assignment or adjudication. Woodland vs. Wise, 112 Md. 35 ; Md. Jockey Club vs. State, 107, Md. 262; Forest Lake Cemetery vs. Baker, 113 Md. 529; Foutz vs. Miller, 112 Md. 458. An ordinary chancery receiver is å mere custodian, vested with no title and having no powers of action or disposition other than those given him by court appointing him. Mason vs. Hubner, 104 Md. 554, 65 Atl. 367; Gaither vs. Stockbridge, 67 Md. 222. Without his consent he cannot properly be made a party defendant in action against a corporation represented by him as receiver for a liability accruing before his appointment as receiver. Emory vs. Faith, 113 Md. 253. Rights or mortgage to foreclose pon dissolution. Manufacturers and Merchants Co. vs. Pyles, 125 Md. 317.
shall become and be trustees for the creditors, stockholders and members of the corporation so dissolved. They shall take title to its assets, real and personal, and shall have full power to wind up and settle its affairs, 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 payment of the debts and necessary expenses; and the said trustees shall be jointly and severally liable to the creditors, stockholders and members of such corporation to the extent of its property and effects that shall come into their hands. 1904, art. 23, secs. 384, 386, 387 and 389. 1888, art. 23, secs, 271, 273, 274 and 276. 1868, ch. 471, secs. 192, 194, 195 and 197.
1908, ch. 210, sec. 56. 81. The dissolution of a corporation shall not relieve its stockholders or directors or other officers from any obligations and liabilities imposed on them by law; nor shall it abate any pending suit or proceeding 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 shail 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. I
1914, ch. 388. 81A. All defences, including limitations and laches, may be pleaded by any stockholder of any corporation now or hereafter dissolved by judicial proceedings, as efl'ectually as by such corporation or the receiver thereof, at any time before the final
* Evidently a misprint and intended to be the word "sue."
† Book Depository vs. Trustees, 117 Md. 86. Art. 23, sec. 80, provides that when a corporation is dissolved otherwise than by judicial proceedings and until other persons are appointed receivers by competent authority, the directors at the time of dissolution become trustees for the directors and stockholders and are made jointly and severally liable to the creditors and stockholders to the extent of its property which should come into their hands. Baltimore Trust Co. vs. George's Creek Co., 119 Md. 21 ; Scott vs. Gittings, 125 Md. 595.
I Cantor vs. Baltimore Overall Mfg. Co., 121 Md. 65. The (ffect of the disso. lution of a corporation if adjudicated an insolvent, is to terminate the outstanding contracts of the corporation. United States vs. Poe, 120 Md. 89, 94. Where corporations are dissolved without adjudication of insolvency, see same case as to effect of adjudication upon contracts.