(a) Unless the partnership agreement provides otherwise, a partnership may be a party to a statutory merger pursuant to this subtitle and may merge into one or more: (1) Partnerships; (2) Limited liability companies; (3) Limited partnerships; (4) Corporations having capital stock; or (5) Business trusts having transferable units of beneficial interest. (b) One or more partnerships, limited liability companies, limited partnerships, […]
(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 real estate investment trust shall approve the merger under the provisions of § 8–501.1 of this article. (d) A limited 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 partnership, by any partner authorized by the partnership to do so; (ii) In the case of a limited liability company, in the manner required by § 4A-206 of […]
(a) Unless the articles of merger preclude the right to abandon the merger or permit some other vote or manner of abandonment, a proposed merger may be abandoned before the effective date of the articles by: (1) A majority vote of the partners of a partnership party to the articles; (2) Unanimous consent of the members of a […]
(a) A member of a partnership objecting to a merger of the partnership has the same rights with respect to the partner’s interest in the partnership as a stockholder of a Maryland corporation who objects has with respect to the stockholder’s stock under Title 3, Subtitle 2 of this article. (b) The procedures under Title 3, Subtitle […]
(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 partnership, limited liability company, limited partnership, corporation, or business trust to submit with the articles of merger a property certificate for each county where a merging partnership, limited liability company, limited partnership, corporation, or business trust other than the successor owns an interest in land. (b) A 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) Consummation of a merger has the effects provided in this section. (b) The separate existence of each partnership, limited liability company, limited partnership, corporation, or business trust party to the articles, except the successor, ceases. (c) The interest of each partner of a partnership party to the articles of merger that are to be converted or exchanged […]
Following a merger involving one or more partnerships, if the successor partnership is not a partnership organized under this subtitle, there shall be included in the articles of merger filed under § 9A-903 of this subtitle for each partnership organized under this subtitle a statement that: (1) The successor partnership agrees that it may be served […]
