Section 3-518 - Distributions to stockholders on forfeiture - When number of outstanding shares unknown. - Maryland Statutes

§ 3-518. Distributions to stockholders on forfeiture - When number of outstanding shares unknown.
 

(a)  Notice to stockholders to prove interest.- When the charter of a Maryland corporation has been forfeited, if assets are available for distribution to stockholders, but the total number of outstanding shares of stock is unknown and indeterminable from the records of the corporation, the director-trustees or receiver shall notify the stockholders to prove their interests within a specified time at least six months after the date of the notice. The notice shall specify the address at which proof of interest is to be given and shall be mailed to each known stockholder at his address as it appears on the records of the corporation and published at least once a week for three successive weeks in a newspaper of general circulation published in the county in which the principal office of the corporation is located. The date of the notice is the later of the date of mailing or the date of first publication. 

(b)  Proof of interest; conclusive presumption.-  

(1) Proof of the interest of a stockholder shall be evidenced by valid stock certificates and shall be given at the address specified in the notice. 

(2) On expiration of the time specified in the notice, it shall be conclusively presumed that, for the purpose of the distribution of assets, the total number of shares of stock entitled to distribution is that number for which interests have been proven within the time specified. 

(c)  Distribution of pro rata shares.- Within 90 days after the expiration of the time specified in the notice, after deducting the reasonable expenses, including reasonable trustees' or receiver's fees, incurred by them in winding up the affairs of the corporation, the director-trustees or receiver shall distribute to each stockholder who has proved his interest his proportionate share of the assets. 

(d)  Discharge of trustee or receiver.- The director-trustees or receiver are released and discharged from all further liability in the matter on distribution of all assets as provided in this section. 
 

[1975, ch. 506; 1986, ch. 593, § 2.]