Section 7-120 - Dissolution of Corporation. - Maryland Statutes

§ 7-120. Dissolution of Corporation.
 

(a)  Definitions.-  

(1) In this section, "assets" means: 

(i) All net earnings of the Corporation accumulated under § 7-114 of this subtitle; and 

(ii) All real or tangible or intangible personal property of the Corporation. 

(2) In this section, "assets" does not include member deposits. 

(b)  Completion.- Within 2 years after the date that the Corporation no longer has any members, the Corporation shall complete the dissolution of the Corporation in accordance with the provisions of this section. 

(c)  Filing articles of dissolution.-  

(1) When the Corporation no longer has any members, the Corporation shall file articles of dissolution with the Commissioner and the State Department of Assessments and Taxation. 

(2) Except as provided in subsection (d) of this section, the Corporation is dissolved when the Commissioner accepts the Corporation's articles of dissolution. 

(d)  Winding up; transfer of remaining assets.-  

(1) The Corporation continues to exist for the purpose of collecting money owing to the Corporation, paying, satisfying, and discharging any existing debts or obligations, collecting and distributing the Corporation's assets, and doing all other acts required to liquidate and wind up the business and affairs of the Corporation. 

(2) After paying, satisfying, and discharging any existing debts or obligations, the Corporation shall transfer its remaining assets to a corporation that satisfies the requirements of subsection (e) of this section. 

(e)  Same - Corporation receiving assets.- The corporation receiving the assets under paragraph (d) (2) of this section shall: 

(1) Be a nonprofit corporation that is exempt from federal taxation under § 501 (c) (3) of the Internal Revenue Code; 

(2) Have been organized: 

(i) For educational and charitable purposes; and 

(ii) To promote and publicize the interest and welfare of credit unions and their members in this State; and 

(3) Have been in existence and operating under a charter that includes the following purposes for at least 10 years: 

(i) Promoting the ideals of the credit union movement, including the cooperative nonprofit aspect, democratic aspect, the common bond, volunteerism, personalized service, cooperative spirit, and the encouragement of thrift and the creation of a source of credit at fair and reasonable rates; 

(ii) Helping to strengthen and develop credit unions serving low-income individuals; 

(iii) Improving and stimulating the ability of credit unions to provide low-cost consumer loans; 

(iv) Promoting the elasticity and flexibility of the resources of credit unions; 

(v) Conducting or funding research on all aspects of credit union operations and the credit union movement in general; 

(vi) Cooperating and assisting credit unions and local and national organizations and credit unions to improve the general welfare of the people through credit unions; 

(vii) Providing scholarships and awards to professionals and volunteers in the credit union movement; and 

(viii) Furthering the credit union movement and performing all necessary and properly related services and activities. 

(f)  Same - Notification of completion.- The Corporation shall promptly notify the Commissioner following the completion of the liquidation and the winding up of the business and affairs of the Corporation. 
 

[2002, ch. 540.]