(a) A Maryland corporation having capital stock may: (1) Consolidate with one or more other Maryland or foreign corporations having capital stock to form a new consolidated corporation; (2) Merge into another Maryland or foreign corporation having capital stock, or have one or more such corporations merged into it; (3) Merge into a domestic or foreign business trust having […]
In a consolidation, merger, or share exchange, stock in a corporation may be exchanged for or converted into and, in a transfer of assets, assets may be transferred in consideration of any one or more of the following: (1) Stock, evidence of indebtedness, partnership or limited liability company interests, or other securities of the successor or […]
(a) Notwithstanding any other provision of this subtitle, unless the charter or bylaws of a corporation provide otherwise by reference to this section or the subject matter of this section, the approval of the stockholders is not required for any: (1) Transfer of assets by a corporation in the ordinary course of business actually conducted by it […]
(a) A consolidation, merger, share exchange, or transfer of assets shall be approved in the manner provided by this section, except that: (1) A merger of a 90% or more owned subsidiary with or into its parent need be approved only in accordance with the provisions of § 3–106 of this subtitle; (2) A merger of a Maryland […]
(a) Notwithstanding the provisions of § 3-105 of this subtitle, the merger of a 90 percent or more owned subsidiary corporation with or into its parent corporation may be effected as provided in this section if: (1) The charter of the successor is not amended in the merger other than to change its name, the name or […]
(a) (1) In this section the following words have the meanings indicated. (2) “Acquiring entity” means the Maryland corporation or other entity, as defined in § 3–901 of this title, consummating a tender or exchange offer under this section. (3) “Consummate” means to irrevocably accept, for purchase or exchange, stock tendered in accordance with a tender or exchange offer. […]
(a) In this section, “holding company” means a Maryland corporation: (1) That, from its formation until consummation of a merger governed by this section, has been at all times a direct or indirect wholly owned subsidiary corporation; and (2) All of the shares of stock of which are issued in the merger. (b) Notwithstanding § 3–105 of this subtitle, […]
Articles of consolidation, merger, or share exchange shall be filed for record with the Department.
(a) A proposed consolidation, merger, or share exchange may be abandoned before the effective date of the articles: (1) If the articles so provide, by majority vote of the entire board of directors of any one corporation party to the articles or of the entire board of trustees of any one business trust party to the articles; […]
(a) In this section, “facts ascertainable outside the articles” includes: (1) An action or a determination by any person, including the corporation, its board of directors, an officer or agent of the corporation, and any other person affiliated with the corporation; (2) The contents of any agreement to which the corporation is a party or any other document; […]
Articles of consolidation, merger, or share exchange shall be executed for each party to the articles in the manner required by Title 1 of this article.
(a) The Department shall prepare certificates of consolidation, merger, or share exchange, as the case may be, that specify: (1) The name of each party to the articles; (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 […]
(a) In order to keep the land assessment records current in each county, the Department shall require a corporation, limited partnership, limited liability company, or business trust to submit with the articles a property certificate for each county where a merging corporation, partnership, limited partnership, limited liability company, or business trust other than the successor or […]
(a) If the successor in a consolidation or merger or the corporation the stock of which is to be acquired in a share exchange is a Maryland corporation, a consolidation, merger, or share exchange is effective as of the later of: (1) The time the Department accepts the articles of consolidation, merger, or share exchange for record; […]
(a) Consummation of a consolidation or merger has the effects provided in this section. (b) The separate existence of each corporation, partnership, limited partnership, limited liability company, or business trust party to the articles, except the successor, ceases. (c) The shares of stock of each corporation party to the articles which are to be converted or exchanged under […]
On consummation of a share exchange, the stockholders of the corporation the stock of which is to be acquired are deemed to have exchanged their stock as provided by the articles, without further act, subject to the rights of an objecting stockholder under Subtitle 2 of this title.
(a) Consummation of a transfer of assets has the effects provided in this section. (b) (1) The assets of the transferor, including any legacies which it would have been capable of taking, transfer to, vest in, and devolve on the successor to the extent provided in an agreement between the transferor and the successor. (2) Deeds, assignments, or similar […]
A Maryland corporation which consolidates, merges, or transfers its assets waives all claim to any exemption from: (1) Taxation granted by its charter; and (2) Repeal or modification of its charter.
(a) In this section, “foreign corporation” means a foreign corporation as defined in § 1–101 of this article. (b) If a foreign corporation which owns property, rights, privileges, franchises, or other assets located in this State is a party to a consolidation or merger in which another foreign corporation is the successor, the transfer to, vesting in, […]
