COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : Index No. : Plaintiff(s) -against- Calendar No. : JUDICIAL SUBPOENA : : Corporate Charter : Defendant(s) : ...................................................... MARYLAND State Department of Assessments and Taxation THE PEOPLE OF THE STATE OF NEW YORK Corporate Charter Division TO GREETINGS: WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before , the Honorable at the Court located at County of in room , on the day of , 20 , at o'clock in the noon, and at any recessed or adjourned date, to testify and give evidence as a witness in this action on the part of the Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a result of your failure to comply. Information Guide For, one of the Justices of the Dissolving a Maryland Corporation day of , 20 Terminating a Foreign Corporation's Right to do Maryland Business Witness, Honorable Court in County, (Attorney must sign above and type name below) Guidelines for Articles Of Dissolution Attorney(s) for DISSOLVING A MARYLAND CORPORATION Office and P.O. Address I. The enclosed guidelines for drafting Articles of Dissolution merely indicate the mandatory provisions which must be 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. Telephone No.: II. Requirements of the Department to dissolve a corporation: Facsimile No.: E-Mail Address: Mobile Tel. No.: American LegalNet, Inc. www.USCourtForms.com COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : Index No. : Calendar No. (A) Articles of Dissolution must be received and approved by the Department. (See III) : (B) All personal property reports including the current year's report must be filed with the Department. JUDICIAL SUBPOENA Plaintiff(s) -against- : 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 : Defendant(s) : . . . fee . . . . . . . . . . . . . . . . . . . with . . . . . . . . . . . . . . . . . (C) .A . . . of $100 .must.be submitted . . . . the. Articles. of. Dissolution. . . (D) If Articles of Dissolution are filed between January 1 and April 15, the current year's personal property repor required to be filed if: THE PEOPLE OF THE STATE OF NEW YORK 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 TO 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 410-767 GREETINGS: If the requirements of (1) or (2) are not satisfied then the current year's personal property report must be filed, and th that personal property must be certified to the subdivisions where the property is located. The personal property taxe WE July 1 must be paid that all business and excuses being laid year beginning COMMAND YOU,prior to filing the Articles of Dissolution. aside, you and each of you attend before , the Honorable at the Court located at County of of Dissolution are filed between April 16 and June 30, the current year's personal property report w (E) If Articles filed. Personal property taxes generated from the assessment , at of that report will not have to be paid if: at any recessed in room , on the day of , 20 o'clock in the noon, and or adjourned date, to testify and give evidence as a witness in this action on the part of the 1. The report indicated that the corporation owned no tangible personal property on January 1 of the current year; or 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 make you liable to Your failure to comply with this subpoena is punishable as a contempt of court and will contacting the 410-767-1180.) the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a result of your failure to comply. III. Guidelines for Articles of Dissolution: Witness, Honorable , one of the Justices of the Court in County, day of 20 (The Articles should be typed on white paper at least 8, ½ inches by 11 inches and not larger than 8 ½ by 14 i (INSERT NAME OF CORPORATION) (Attorney must sign above and type name below) Articles of Dissolution FIRST: The name of the corporation is Attorney(s) for . SECOND: The address of the principal office of the corporation is . Office and P.O. Address (NOTE: Address cannot be a post office box. Include a street and number, if any. The address must be within Telephone No.: Facsimile No.: THIRD: The name and address of a resident agent of the corporation who shall serve for one year after dissolution a E-Mail Address: affairs of the corporation are wound up are Mobile Tel. No.: American LegalNet, Inc. www.USCourtForms.com COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : Index No. : Calendar No. : . JUDICIAL SUBPOENA FOURTH: The name and address of each of the directors is as follows: Plaintiff(s) -against- Name : Address : (Insert names and addresses.) : FIFTH: The name, title and street address of each of the officers is as follows: Defendant(s) : ...................................................... Name Title Address (Insert names, titles, and addresses.) THE PEOPLE OF THE STATE OF NEW YORK (NOTE: There must be at least a president, secretary, and treasurer for the corporation.) TO 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 GREETINGS: (NOTE: For the specific procedures for approval by directors and stockholders, the charter and by-laws of th and the Corporations and Associations Article of the Annotated Code of Maryland should be consulted.) WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before SEVENTH: Notice of approved dissolution was mailed to all known creditors of the corporation on . OR The corporat the Honorable at the Court known creditors. located at County of in room , on the day of , 20 , at o'clock in the noon, and at any recessed (NOTE: Use only one of the two statements in Article Seventh. If notice was mailed to creditors, Articles of D or adjourned date, toafter the 19th day following the mailing of the notice.)the part of the testify and give evidence as a witness in this action on cannot be filed until EIGHTH: The corporation is dissolved. Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a result of your failure to comply. The undersigned (president, vice president, secretary or assistant secretary) certify under the penalties of perjury tha NINTH: (OPTIONAL) Insert here all other provisions which the corporation considers necessary to dissolve. my knowledge, information and belief, the matters and facts set forth in these Articles of Dissolution with respect to t thereof are Witness, Honorable true in all material respects. , one of the Justices of the Court in ATTEST: County, day of , 20 (Attorney must sign above and type name below) Secretary or Assistant Secretary of Corporation President or Vice President of Cor I hereby consent to my designation in this document as resident agent for this corporation. Resident Agent Attorney(s) for (NOTE: The officer attesting and the officer signing cannot be the same individual unless the corporation is professional service corporation.) IV. Other Information: Office and P.O. Address (A) Dissolution before organizational meeting: Telephone No.: Facsimile No.: If a corporation is to be dissolved before the organizational meeting, the dissolution should be approved by a majority incorporators instead of by the directors and stockholders. A majority of incorporators would also execute the articles E-Mail Address: officers. A statement that the corporation is dissolving before the organizational meeting should be included in the ar Mobile Tel. No.: American LegalNet, Inc. www.USCourtForms.com , COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : Index No. : (B) Dissolution after organizational meeting but before the issuance ofCalendar No. of stock: subscription : If a corporation is to be dissolved after the organizational meeting but beforeJUDICIAL SUBPOENA the issuance or subscription of stock, th Plaintiff(s) should be approved by resolution of a majority of the board of directors. A majority of the directors would execute the -againstof the officers. A statement that the corporation is dissolving after the : organizational meeting but before the issuance of 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. Defendant(s) : .. ........ ........... (D) .Non-stock.Corporations:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Where the words "stock" or "stockholders" are used in this publication, the words "membership" or "members", respe be inserted. THE PEOPLE OF THE STATE OF NEW YORK (E) Other Information: TO If legal questions arise regarding the dissolution of the charter, you should consult an attorney and/or the Corporation Associations Article of the Annotated Code of Maryland. The Annotated Code of Maryland can be found in most pub Maryland. Title 3, Subtitle 4 is relevant to Articles of Dissolution. Title 7 is relevant to Foreign Terminations. GREETINGS: V. Termination of authority to do business by a non-Maryland corporation: WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before A foreign corporation may terminate its qualification by completing the Department's Application for Termination. All a the Honorable at the Court property returns must have been submitted, and any late filing penalties assessed against the corporation must be p located at County of in room , on the day , 20 , at o'clock in the noon, and at any recessed The fee to file the application is $25.00.of or adjourned date, to testify and give evidence as a witness in this action on the part of the VI. Walk-in processing of documents is done only upon payment of an expedited fee: $50.00 to file a document, $20 certificate of status, $20.00 to receive copies of a document. These fees are in addition to the normal fees charged. service requests may also be made by mail. In bold print on both a cover letter and on the envelope state "EXPEDIT REQUESTED" and include the expedited fee. Documents may be faxedaifcontemptaof court Mastercard; faxed docu to Your failure to comply with this subpoena is punishable as billed to Visa or and will make you liable charged expedited service fees. subpoena was issued for a maximum penalty of $50 and all damages sustained as a the party on whose behalf this result of your failure to comply. State Department of Assessments and Taxation 301 West Preston Street Witness, Honorable Baltimore, MD 21201 Phone (410)-767-1340 County, Court in day of Fax (410)-333-7097 web site:http://www.dat.state.md.us , one of the Justices of the , 20 (Attorney must sign above and type name below) Attorney(s) for Revised 7/03 301 W. Preston St., Baltimore, MD 21201-2395 Office and P.O. Address 410-767-1184, toll free in MD 888-246-5941 MD Relay TTY 800-735-2258 Contacts Privacy policy Telephone No.: Facsimile No.: E-Mail Address: Mobile Tel. No.: American LegalNet, Inc. www.USCourtForms.com , COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : Index No. : Calendar No. APPLICATION FOR TERMINATION FOR A FOREIGN :CORPORATION QUALIFICATION JUDICIAL SUBPOENA Plaintiff(s) -against- : Pursuant to the provisions of Title 7-208 of the Corporations and Associations Article of the Annotated Code of : Maryland, the undersigned corporation hereby applies to the Department of Assessments and Taxation for a certificate of termination from the State of Maryland; and as part of such Application the undersigned Corporation hereby certifies to the : Department as follows: Defendant(s) : .(A) . The .name.of.the. Corporation. is . . . . . . . . . . . . . . . . . . . . . . . . . .. ... .... . .. ......... . (B) PEOPLE address STATE OF NEW YORK THEThe street OF THE of the principal office of the Corporation in the State of Maryland is TO (C) The name and street address of the resident agent, service of process upon whom shall bind the Corporations in any action in which the Corporation is subject to suit in the State of Maryland are GREETINGS: WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before (D) The Corporation is qualified to do intrastate business as a foreign corporation in the State of Maryland, is no , the Honorable at the Court longer County of any intrastate business in the State of Maryland, and wishes to terminate its qualification to do business. transacting located at in room , on the day of , 20 , at o'clock in the noon, and at any recessed or adjourned date, to testify andall reports as required by thein thisof the State of Maryland and has paid all taxes due give evidence as a witness laws action on the part of the (E) The Corporation has filed and payable by it to the State of Maryland and any political subdivision of the State of Maryland to the date of this Application for withdrawal. Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a result of your failure to comply. Dated: By: Witness, Honorable , one of the Justices of the Court in consent to my designation in this document as,resident agent for this corporation. County, day of 20 I hereby (Attorney SIGNED must sign above and type name below) Resident Agent Revised 9/99 Attorney(s) for Office and P.O. Address Telephone No.: Facsimile No.: E-Mail Address: Mobile Tel. No.: American LegalNet, Inc. www.USCourtForms.com