(a) Unless otherwise agreed, a domestic limited liability company may merge into one or more: (1) Domestic limited liability companies; (2) Foreign limited liability companies; (3) Partnerships; (4) Limited partnerships; (5) Corporations having capital stock; or (6) Business trusts having transferable units of beneficial interest. (b) One or more domestic limited liability companies, foreign limited liability companies, partnerships, limited partnerships, corporations having capital […]
(a) The proposed merger shall be approved in the manner provided by this section. (b) A corporation shall approve the merger under the provisions of § 3–105 of this article. (c) A business trust shall approve the merger under the provisions of § 8–501.1 or § 12–602 of this article. (d) A partnership shall approve the merger under the […]
Articles of merger shall: (1) Contain the provisions required by § 3-109 of this article and other provisions permitted by that section; (2) Be executed: (i) In the case of a limited liability company, in the manner required by § 4A-206 of this title; (ii) In the case of a corporation or business trust, in the manner required by […]
(a) Unless the articles of merger preclude the right to abandon the merger, a proposed merger may be abandoned before the effective date of the articles by: (1) Consent of the members of a limited liability company party to the article required to approve the merger under § 4A–702 of this subtitle, or a lesser vote as […]
(a) Unless otherwise agreed, a member of a limited liability company objecting to a merger of the limited liability company has the same rights with respect to the member’s membership interest in the limited liability company as a stockholder of a Maryland corporation who objects to a merger of the corporation has with respect to the […]
(a) The Department shall prepare certificates of merger that specify: (1) The name of each party to the articles of merger; (2) The name of the successor and the location of its principal office in this State or, if it has none, its principal place of business; and (3) The time the articles of merger are accepted for record […]
(a) The Department shall require a limited liability company, limited partnership, partnership, corporation, or business trust to submit with the articles of merger a property certificate for each county where a merging limited liability company, partnership, limited partnership, corporation, or business trust other than the successor owns an interest in land. (b) The property certificate is not […]
A merger is effective as of the later of: (1) The time the Department accepts the articles of merger for record; or (2) The time established under the articles of merger, not to exceed 30 days after the articles of merger are accepted for record.
(a) A consummation of a merger has the effects provided in this section. (b) The separate existence of each limited liability company, limited partnership, partnership, corporation, or business trust party to the articles, except the successor, ceases. (c) The membership interest of each member of a limited liability company party to the articles of merger that are to […]
Following a merger involving 1 or more domestic limited liability companies, if the successor limited liability company is not a domestic limited liability company, there shall be included in the articles of merger filed under § 4A-703 of this subtitle for each domestic limited liability company a statement that: (1) The successor limited liability company agrees […]
