# Corporations and Associations (GCA)

## Title 12. Statutory Trusts

### Subtitle 6. Merger or Consolidation

#### Section 12-601

Except as provided in its governing instrument, a statutory trust may merge or consolidate with or into one or more statutory trusts, other business entities, or foreign business entities.

#### Section 12-602

(a) Except as provided in the governing instrument of a statutory trust, a merger or consolidation shall be approved by each statutory trust which is to merge or consolidate by a majority of the trustees and by the beneficial owners by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter.

(b) Except as provided in its governing instrument, a merger in which a statutory trust is the successor requires only the approval of a majority of the trustees if:

  (1) The merger does not reclassify or change its outstanding beneficial interests or otherwise amend its governing instrument in any manner requiring a vote of the beneficial owners; and

  (2) The number of beneficial interests to be issued or delivered in the merger is not more than 20 percent of the number of its beneficial interests of the same class or series outstanding immediately before the merger becomes effective.

(c) The merger or consolidation shall be approved by any other business entity or foreign business entity party to the merger or consolidation in the manner required by the charter, declaration of trust, partnership agreement, or other organization document of the entity and the laws of the jurisdiction where the entity is organized.

#### Section 12-603

(a) In or in connection with a merger or consolidation, beneficial interests or other rights or securities of, or interests in, a statutory trust, other business entity, or foreign business entity which is a party to the merger or consolidation may be exchanged for or converted into cash, property, rights, or securities of, or interests in, the successor or any other business entity or foreign business entity, whether or not a party to the transaction.

(b) Notwithstanding approval by the trustees or beneficial owners, an agreement of merger or consolidation may be terminated or amended at any time prior to the effective time of the merger or consolidation:

  (1) By agreement of the parties to the merger or consolidation; or

  (2) Under a provision for the termination or amendment of the merger or consolidation contained in the agreement of merger or consolidation.

#### Section 12-604

Articles of merger or consolidation shall be filed for record with the Department.

#### Section 12-605

Articles of merger or consolidation shall state:

(1) The name and jurisdiction of formation or organization of each statutory trust or other business entity which is to merge or consolidate and as to each foreign business entity, the date of its formation, and whether it is registered or qualified to do business in the State;

(2) The name of the successor;

(3) Each county in the State where each entity party to the articles of merger or consolidation has its principal office and any of the parties other than the successor owns an interest in land;

(4) If the successor is a foreign business entity, the location of its principal office in the jurisdiction in which it is organized and the name and address of its resident agent in the State;

(5) That the merger or consolidation has been approved by each statutory trust, other business entity, or foreign business entity that is to merge or consolidate in the manner required by its governing instrument or certificate of trust and by the laws of the place where it is organized;

(6) Any amendment to the certificate of trust of the successor to be effected as part of the merger or consolidation;

(7)

  (i) The manner and basis of converting or exchanging issued beneficial interests or other ownership interests of each merging or consolidating statutory trust, other business entity, or foreign business entity into:

    (1) Different beneficial interests or other ownership interests of a statutory trust, another business entity, or foreign business entity; or

    (2) Any other consideration; and

  (ii) The treatment of any beneficial interests or other ownership interests of each merging or consolidating statutory trust, other business entity, or foreign business entity not being converted or exchanged; and

(8) The future effective time, which shall be a time certain, of the merger or consolidation if it is not to be effective on the acceptance for record by the Department of the articles of merger or consolidation.

#### Section 12-606

Unless a future effective time is provided in articles of merger or consolidation, in which event a merger or consolidation shall be effective at the future effective time, a merger or consolidation shall be effective on the acceptance for record by the Department of articles of merger or consolidation.

#### Section 12-607

(a) Notwithstanding anything to the contrary contained in its governing instrument, the governing instrument of a statutory trust containing a specific reference to this section may provide that an agreement of merger or consolidation approved in accordance with this subtitle may:

  (1) Effect any amendment to the governing instrument of the statutory trust; or

  (2) Effect the adoption of a new governing instrument of the statutory trust if it is the successor trust in the merger or consolidation.

(b) Any amendment to the governing instrument of a statutory trust or adoption of a new governing instrument of a statutory trust made under this section shall be effective at the effective time of the merger or consolidation.

(c) The provisions of this section may not be construed to limit the accomplishment of a merger or consolidation or of any of the matters referred to in this section by any other means provided for in the governing instrument of a statutory trust or other agreement or as otherwise permitted by law, including that the governing instrument of any constituent statutory trust to the merger or consolidation shall be the governing instrument of the successor trust.

#### Section 12-608

(a) The Department shall prepare certificates of merger or consolidation that specify:

  (1) The name of each party to the articles of merger or consolidation;

  (2) The name of the successor and the location of its principal office in the State or, if it has none, its principal place of business; and

  (3) The time the articles of merger or consolidation are accepted for record by the Department.

(b) In addition to any other provision of law with respect to recording, the Department shall send one certificate each to the clerk of the circuit court for each county where the articles show that a merging or consolidating statutory trust, corporation, partnership, limited partnership, or limited liability company other than the successor owns an interest in land.

(c) On receipt of a certificate, a clerk promptly shall record it with the land records.

#### Section 12-609

(a) In order to keep the land assessment records current in each county, the Department shall require a statutory trust, corporation, partnership, limited partnership, or limited liability company to submit with the articles of merger or consolidation a property certificate for each county where a merging or consolidating statutory trust, corporation, partnership, limited partnership, or limited liability company other than the successor owns an interest in land.

(b) A property certificate is not required with respect to any property in which the only interest owned by the merging or consolidating statutory trust, corporation, partnership, limited partnership, or limited liability company is a security interest.

(c) The property certificate shall be in the form and number of copies which the Department requires and may include the certificate of the Department required by subsection (a) of this section.

(d)

  (1) The property certificate shall provide a deed reference or other description sufficient to identify the property.

  (2) The Department shall indicate on the certificate the time the articles of merger or consolidation are accepted for record and send a copy of it to the chief assessor of the county where the property is located.

(e) A transfer, vesting, or devolution of title to the property is not invalidated or otherwise affected by any error or defect in the property certificate, failure to file it, or failure by the Department to act on it.

#### Section 12-610

(a) Consummation of a merger or consolidation has the effects provided in this section.

(b) The separate existence of each statutory trust, other business entity or foreign business entity party to the articles of merger or consolidation, except the successor, ceases.

(c) The beneficial interests of each statutory trust party to the articles of merger or consolidation which are to be converted or exchanged under the terms of the articles of merger or consolidation cease to exist, subject to the rights of an objecting beneficial owner under the governing instrument or agreement of merger or consolidation.

(d) In addition to any other purposes and powers set forth in the articles of merger or consolidation, if the articles of merger or consolidation provide, the successor has the purposes and powers of each party to the articles of merger or consolidation.

(e)

  (1) The assets of each party to the articles of merger or consolidation, including any legacies which it would have been capable of taking, transfer to, vest in, and devolve on the successor without further act or deed.

  (2) Confirmatory deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferring party to the articles of merger or consolidation by its last acting officers or trustees or by the appropriate officers or trustees of the successor.

(f)

  (1)

    (i) The successor is liable for all the debts and obligations of each nonsurviving party to the articles of merger or consolidation.

    (ii) An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles of merger or consolidation may be prosecuted to judgment as if the merger or consolidation had not taken place, or, on motion of the successor or any party, the successor may be substituted as a party and the judgment against the nonsurviving party to the articles of merger or consolidation constitutes a lien on the property of the successor.

  (2) A merger or consolidation does not impair the rights of creditors or any liens on the property of any statutory trust, other business entity, or foreign business entity party to the articles of merger or consolidation.

#### Section 12-611

(a) In the event that a statutory trust does not have perpetual existence, a statutory trust shall be dissolved and its affairs wound up as provided in its governing instrument.

(b) On dissolution of a statutory trust and until the filing of a certificate of cancellation as provided in Sec. 12-204(d) of this title, the trustees or other persons who are responsible for winding up the affairs of the statutory trust:

  (1) Shall collect and distribute the assets of the statutory trust, applying them to the payment, satisfaction, and discharge of existing debts and obligations of the statutory trust, including reasonable expenses of liquidation, and distribute the remaining assets among the beneficial owners; and

  (2) May carry out the contracts of the statutory trust, sell all or any part of the assets of the statutory trust at public or private sale, sue or be sued in the name of the statutory trust, and do all other acts consistent with law and the governing instrument of the statutory trust necessary or proper to liquidate the statutory trust and wind up its affairs.

(c) Any person, including any trustee, who is responsible for winding up the affairs of a statutory trust and who has complied with subsection (b) of this section is not personally liable to any claimant of the dissolved statutory trust by reason of the person's actions in winding up the statutory trust.

(d)

  (1) Except as provided in the governing instrument of a statutory trust:

    (i) A series or class established in accordance with Sec. 12-207(b) of this title may be dissolved and its affairs wound up without causing the dissolution of the statutory trust or any other series or class of the statutory trust;

    (ii) The dissolution, winding up, liquidation, or termination of the statutory trust or any series or class of the statutory trust shall not affect the limitation of liability provided by Sec. 12-501(d) of this title with respect to a series or class established in accordance with Sec. 12-207(b) of this title; and

    (iii) The death, incapacity, dissolution, termination, or bankruptcy of a beneficial owner of a series or class described in item (ii) of this paragraph shall not result in the termination or dissolution of the series or class, and the series or class may not be terminated or revoked by a beneficial owner of the series or class or other person except in accordance with the terms of the governing instrument.

  (2) A series or class established in accordance with Sec. 12-207(b) of this title shall be dissolved and its affairs wound up as provided in the governing instrument.

  (3) On dissolution of a series or class of a statutory trust, the persons who are responsible for winding up the affairs of the series or class, in the name of the statutory trust and for and on behalf of the statutory trust and the series or class:

    (i) Shall provide for the claims and obligations of the series or class and distribute the assets of the series or class as provided under subsection (b)(1) of this section; and

    (ii) May take all actions with respect to the series or class set forth in subsection (b)(2) of this section.

  (4) Any person, including any trustee, who is responsible for winding up the affairs of a series or class who has complied with paragraph (3) of this subsection may not be personally liable to the claimants of the dissolved series or class by reason of the person's actions in winding up the series or class.

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Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)