# Corporations and Associations (GCA)

## Title 3. Corporations in General -- Extraordinary Actions

### Subtitle 1. Consolidation, Merger, and Transfer of Assets

#### Section 3-101

(a) In this subtitle the following words have the meanings indicated.

(b) "Domestic business trust" or "business trust" means a business trust formed under the laws of the State.

(c) "Domestic limited liability company" or "limited liability company" means a limited liability company formed under the laws of the State.

(d) "Domestic limited partnership" or "limited partnership" means a partnership formed by 2 or more persons under the laws of the State and having one or more general partners and one or more limited partners.

(e) "Domestic partnership" or "partnership" means a partnership formed under the laws of the State.

(f) "Foreign business trust" means a business trust organized under the laws of the United States, another state of the United States, or a territory, possession, or district of the United States, or under the laws of a foreign country.

(g) "Foreign limited liability company" means a limited liability company formed under the laws of any state, other than the State of Maryland, or under the laws of a foreign country.

(h) "Foreign limited partnership" means a partnership formed under the laws of any state other than the State of Maryland or under the laws of a foreign country and having as partners one or more general partners and one or more limited partners.

(i) "Foreign partnership" means a partnership formed under the laws of any state, other than this State, or under the laws of a foreign country.

(j) "Interest in land" means any interest in real property, the title to which could be affected by recording an instrument in the land records.

#### Section 3-102

(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 transferable units of beneficial interest, or have one or more such business trusts merge into it;

  (4) Merge into a domestic or foreign limited partnership, or have one or more domestic or foreign limited partnerships merged into it;

  (5) Merge into a domestic or foreign limited liability company, or have one or more domestic or foreign limited liability companies merged into it;

  (6) Merge into a domestic or foreign partnership, or have one or more domestic or foreign partnerships merged into it;

  (7) Participate in a share exchange either:

    (i) As the successor; or

    (ii) As the corporation the stock of which is to be acquired; or

  (8) Transfer its assets.

(b) The provisions of this subtitle do not repeal, modify, or affect in any way a restriction or limitation:

  (1) Imposed on a corporation by State or other applicable law or by a charter provision which applies to a consolidation, merger share exchange, or transfer of assets; or

  (2) Contained in a franchise granted by the State or any of its political subdivisions which applies to a transfer or assignment of the franchise.

#### Section 3-103

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 any other corporation or entity, whether or not a party to the transaction;

(2) Other tangible or intangible property;

(3) Money; and

(4) Any other consideration.

#### Section 3-104

(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 or as a distribution as defined in Sec. 2-301 of this article;

  (2) Mortgage, pledge, or creation of any other security interest in any or all of the assets of a corporation, whether or not in the ordinary course of its business;

  (3) Transfer of assets by a corporation to one or more persons if all of the equity interests of the person or persons are owned, directly or indirectly, by the corporation;

  (4) Transfer of assets by a corporation registered as an open-end investment company under the Investment Company Act of 1940, including a transfer between or among classes or series of stock of a corporation; or

  (5) Transfer of assets by a corporation that is dissolved.

(b) Notwithstanding any other provisions 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 and articles of share exchange are not required for an exchange of shares of stock through voluntary action or under an agreement with the stockholders participating in the exchange.

(c) 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 a transfer of assets that is collateral for securing a mortgage, pledge, or security interest if:

  (1) The mortgagee, pledgee, or secured party exercises its rights under:

    (i) Title 9 of the Maryland Uniform Commercial Code;

    (ii) The Real Property Article; or

    (iii) Other applicable law to effect the transfer of assets without the consent of the corporation; or

  (2) The board of directors of the corporation authorizes an alternative sale of assets with the mortgagee, the pledgee, a secured party, or another person:

    (i) That results in the reduction or elimination of the liabilities or obligations secured by the assets; and

    (ii) For which the value of the assets is less than or equal to the amount of the liabilities or obligations being reduced or eliminated.

(d) The receipt of consideration by the corporation or its stockholders in an alternative sale of assets in accordance with subsection (c)(2) of this section may not create a presumption that the value of the assets is greater than the amount of liabilities or obligations being eliminated or reduced for the purposes of this section.

(e)

  (1) This subsection does not apply to any proceeding against a corporation and another necessary party to enjoin a sale before the sale is completed.

  (2) Subject to paragraph (3) of this subsection, failure to satisfy subsection (c)(2)(ii) of this section may not invalidate a sale if the transferee of the assets:

    (i) Provided value for the assets, including the reduction or elimination of the liabilities or obligations secured by the assets; and

    (ii) Acted in good faith.

  (3) Paragraph (2) of this subsection may not be interpreted to eliminate any claim, including:

    (i) A claim for monetary damages arising from the director failing to satisfy the standard of conduct for directors under Sec. 2-405.1(c) of this article, including a claim by or in the right of the corporation; or

    (ii) A claim for equitable relief.

(f) A transaction described in subsection (a), (b), or (c) of this section also may be effected as otherwise provided in this subtitle.

#### Section 3-105

(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 Sec. 3-106 of this subtitle;

  (2) A merger of a Maryland corporation in accordance with Sec. 3-106.1 of this subtitle need be approved only in the manner provided in Sec. 3-106.1 of this subtitle;

  (3) A merger of a Maryland corporation in accordance with Sec. 3-106.2 of this subtitle need only be approved in the manner provided in Sec. 3-106.2 of this subtitle;

  (4) A share exchange need be approved by a Maryland successor only by its board of directors and by any other action required by its charter;

  (5) A transfer of assets need be approved by a Maryland transferee corporation only by its board of directors and by any other action required by its charter;

  (6) A foreign corporation party to the transaction shall have the transaction advised, authorized, and approved in the manner and by the vote required by its charter and the laws of the place where it is organized;

  (7) A merger need be approved by a Maryland successor corporation only by a majority of its entire board of directors if:

    (i) The merger does not reclassify or change the terms of any class or series of its stock that is outstanding immediately before the merger becomes effective or otherwise amend its charter and the number of its shares of stock of such class or series outstanding immediately after the effective time of the merger does not increase by more than 20% of the number of its shares of the class or series of stock that is outstanding immediately before the merger becomes effective; or

    (ii) There is no stock outstanding or subscribed for and entitled to be voted on the merger;

  (8) A business trust party to a merger shall have the merger advised, authorized, and approved in the manner and by the vote required by its declaration of trust and the laws of the place where it is organized; and

  (9) A consolidation, merger, or share exchange shall be approved by a Maryland corporation registered as an open-end investment company under the Investment Company Act of 1940 only by a majority of the entire board of directors and in the manner and by the vote required under the Investment Company Act of 1940.

(b) The board of directors of each corporation proposing to consolidate, merge, transfer its assets, or have its stock acquired in a share exchange shall:

  (1) Adopt a resolution which declares that the proposed transaction is advisable on substantially the terms and conditions set forth or referred to in the resolution; and

  (2) Direct that the proposed transaction be submitted for consideration at either an annual or a special meeting of the stockholders.

(c) Notice which states that a purpose of the meeting will be to act on the proposed consolidation, merger, share exchange, or transfer of assets shall be given by each corporation in the manner required by Title 2 of this article to:

  (1) Each of its stockholders entitled to vote on the proposed transaction; and

  (2) Each of its stockholders not entitled to vote on the proposed transaction, except the stockholders of a successor in a merger if the merger does not alter the contract rights of their stock as expressly set forth in the charter.

(d) An agreement of consolidation, merger, share exchange, or transfer of assets may require that the proposed transaction shall be submitted to the stockholders, even if the board of directors determines at any time after having declared the advisability of the proposed transaction that the proposed transaction is no longer advisable and either makes no recommendation to the stockholders or recommends that the stockholders reject the proposed transaction.

(e) The proposed consolidation, merger, share exchange, or transfer shall be approved by the stockholders of each corporation by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter.

#### Section 3-106

(a) Notwithstanding the provisions of Sec. 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 other designation or the par value of any class or series of its stock, or the aggregate par value of its stock; and

  (2) The contract rights of any stock of the successor issued in the merger in exchange for stock of the other corporation participating in the merger are identical to the contract rights of the stock for which the stock of the successor was exchanged.

(b) For the purposes of this section, a subsidiary is considered to be 90 percent or more owned if the parent corporation owns shares entitled to cast 90 percent or more of all the votes entitled to be cast of each group or class of shares entitled to vote as a group or class on the merger.

(c)

  (1) The board of directors of each Maryland corporation proposing to become a party to the merger shall adopt a resolution which approves the proposed merger on substantially the terms and conditions set forth or referred to in the resolution. The approval shall be by a majority vote of the entire board of directors. A meeting of the stockholders is not necessary.

  (2) If a foreign corporation is a party to the articles, the transaction shall be advised, authorized, and approved by the corporation in the manner and by the vote required by its charter and the laws of the place where it is organized.

(d)

  (1) Unless waived by all stockholders who, except for the application of this section, would be entitled to vote on the merger, at least 20 business days before the articles are filed with the Department a parent corporation which owns less than all of the outstanding stock of the subsidiary as of immediately before the effective time of the merger must have given notice of the transaction to each of the subsidiary's stockholders of record who, except for the application of this section, would be entitled to vote on the merger on the date of giving of the notice or on a record date fixed for that purpose which is not more than 10 days before the date of giving notice.

  (2) A minority stockholder of the subsidiary has the right to demand and receive payment of the fair value of the minority stockholder's stock as, and to the extent, provided in Subtitle 2 of this title relating to objecting stockholders.

#### Section 3-106.1

(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 Sec. 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.

  (4) "Depository" means an agent appointed to consummate an offer described in this section.

  (5) "Received" means:

    (i) For certificated shares, physical receipt of a stock certificate and transfer of the stock certificate into the depository's account; and

    (ii) For uncertificated shares, receipt by the depository of confirmation of the transfer of the shares into the depository's account.

  (6) "Stockholder" includes a shareholder of a real estate investment trust.

  (7)

    (i) "Subject corporation" means the Maryland corporation that is the subject of a tender or exchange offer under this section.

    (ii) "Subject corporation" includes a Maryland real estate investment trust as defined in Title 8 of this article.

(b) This section applies only to an agreement to merge that provides for the consummation of the merger on or after October 1, 2014.

(c)

  (1) Notwithstanding Sec. 3-105 of this subtitle, unless the charter of a corporation or declaration of trust of a real estate investment trust provides otherwise, a merger of a subject corporation with or into an acquiring entity is effected under this section if:

    (i) The shares of the subject corporation are registered under the Securities Exchange Act of 1934 immediately prior to the execution of the agreement to merge by the subject corporation;

    (ii) The agreement to merge expressly allows or requires the merger to be effected under this section and provides that the merger shall be effected following the consummation of the offer described in item (iii) of this paragraph;

    (iii) Subject to paragraph (2) of this subsection, an acquiring entity consummates a tender or exchange offer for any and all of the outstanding shares of the subject corporation that would, except for the application of this section, entitle the holder of the outstanding shares to vote on the merger on the terms provided in the agreement to merge;

    (iv) Following the consummation of the offer, the stock irrevocably accepted for purchase or exchange in accordance with the offer and received by the depository before the expiration of the offer, together with the stock otherwise owned by the acquiring entity, a person that owns, directly or indirectly, all of the outstanding equity interest in the acquiring entity, and a direct or indirect wholly owned subsidiary of the acquiring entity or a person that owns, directly or indirectly, all of the outstanding equity interest in the acquiring entity, equals at least that percentage of the shares, and of each class or series of the shares, of the subject corporation that would, except for the application of this section, be required to approve the merger under this article and the charter of the subject corporation;

    (v) The acquiring entity merges with or into the subject corporation; and

    (vi) Each outstanding share of each class or series of shares of the subject corporation that is the subject of and not irrevocably accepted for purchase or exchange in the offer is converted in the merger into, or into the right to receive, the same amount and kind of cash, property, rights, or securities paid for shares of the class or series of shares of the subject corporation irrevocably accepted for purchase or exchange in the offer.

  (2) A tender or an exchange offer under paragraph (1)(iii) of this subsection may exclude stock of the subject corporation that is owned at the commencement of the offer by:

    (i) The acquiring entity;

    (ii) A person that owns, directly or indirectly, all of the outstanding equity interest in the acquiring entity; or

    (iii) A direct or indirect wholly owned subsidiary of a person described in item (i) or (ii) of this paragraph.

(d)

  (1)

    (i) The board of directors of each Maryland corporation proposing to become a party to the merger shall adopt a resolution that approves the proposed merger on substantially the terms and conditions set forth or referred to in the resolution.

    (ii) The approval shall be by a majority vote of the entire board of directors.

    (iii) A meeting of the stockholders is not necessary.

  (2) If an other entity, as defined in Sec. 3-901 of this title, is a party to the merger, the transaction shall be advised, authorized, and approved by the other entity in the manner and by the vote required by its governing documents and the laws of the place where the other entity is organized.

(e)

  (1) Unless waived by all stockholders who, except for the application of this section, would be entitled to vote on the merger, at least 20 business days before the articles are filed with the Department an acquiring entity that owns less than all of the outstanding shares of the subject corporation as of immediately before the effective time of the merger must have given notice of the transaction to each of the subject corporation's stockholders of record who, except for the application of this section, would be entitled to vote on the merger on the date that notice is given or on a record date fixed for that purpose that is not more than 10 days before the date that notice is given.

  (2) A minority stockholder of the subject corporation has the right to demand and receive payment of the fair value of the minority stockholder's shares as, and to the extent, provided in Subtitle 2 of this title relating to objecting stockholders.

#### Section 3-106.2

(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 Sec. 3-105 of this subtitle, unless the charter of a parent corporation expressly provides otherwise, a vote of the stockholders of the parent corporation is not necessary to authorize a merger with or into a single direct or indirect wholly owned subsidiary corporation of the parent corporation if:

  (1) The parent corporation and the direct or indirect wholly owned subsidiary corporation are the only parties to the merger;

  (2) Each share or fraction of a share of the stock of the parent corporation outstanding immediately prior to the effective time of the merger is converted in the merger into a share or equal fraction of a share of the stock of a holding company having the same contract rights as the share of stock of the parent corporation being converted in the merger;

  (3) The holding company, the parent corporation, and the direct or indirect wholly owned subsidiary corporation that is the other party to the merger are Maryland corporations;

  (4) The charter and bylaws of the holding company immediately following the effective time of the merger are identical to the charter and bylaws of the parent corporation in effect immediately prior to the effective time of the merger, other than:

    (i) Provisions, if any, regarding the incorporator or incorporators, the principal office, the resident agent, and the initial board of directors;

    (ii) Provisions authorized under Sec. 2-605 of this article; and

    (iii) Any amendment to the charter that was necessary to effect a change, exchange, reclassification, subdivision, combination, or cancellation of stock, if the change, exchange, reclassification, subdivision, combination, or cancellation of stock has become effective;

  (5) As a result of the merger, the parent corporation or its successor becomes a direct or indirect wholly owned subsidiary corporation of the holding company;

  (6) The directors of the parent corporation become or remain the directors of the holding company at the effective time of the merger;

  (7) The stockholders of the parent corporation do not recognize gain or loss for federal income tax purposes, as determined by the board of directors of the parent corporation; and

  (8) A majority of the entire board of directors of the parent corporation approves the merger.

(c) From and after the effective time of a merger under subsection (b) of this section:

  (1) If the parent corporation was formed before October 1, 1995, and its charter did not expressly terminate preemptive rights, and the holding company was formed on or after October 1, 1995, the charter of the holding company shall provide that stockholders of the holding company have preemptive rights, to the extent provided in the charter of the parent corporation immediately prior to the effective time of the merger and subject to Sec. 2-205 of this article, to subscribe to any additional shares of stock or any security convertible into an additional issue of stock;

  (2) To the extent a voting trust agreement authorized by Sec. 2-510 of this article, a written agreement authorized by Sec. 2-510.1 of this article, a proxy authorized by Sec. 2-507 of this article, or any other similar agreement or instrument applied to the parent corporation, its stock, or its stockholders immediately prior to the effective time of the merger, the voting trust agreement, written agreement, proxy, or other similar agreement or instrument shall apply to the holding company, its stock, and its stockholders;

  (3) To the extent that the restrictions under Sec. 3-602 of this title applied to the parent corporation and the stockholders of the parent corporation immediately prior to the effective time of the merger:

    (i) The restrictions shall apply to the holding company and the stockholders of the holding company immediately after the effective time of the merger as though the holding company was the parent company;

    (ii) For purposes of Sec. 3-602 of this title, all shares of stock of the holding company acquired in the merger shall be deemed to have been acquired at the time that the shares of stock of the parent corporation converted in the merger were acquired; and

    (iii)

      (1) Any stockholder that immediately prior to the effective time of the merger was not an interested stockholder, as defined in Sec. 3-601 of this title, does not, solely by reason of the merger, become an interested stockholder of the holding company; and

      (2) Any stockholder that immediately prior to the effective time of the merger was an interested stockholder, as defined in Sec. 3-601 of this title, remains an interested stockholder of the holding company;

  (4) To the extent that, immediately prior to the effective time of the merger, any approval by the stockholders of the parent corporation under Sec. 3-702(a) of this title applied to the parent corporation and any control shares of the parent corporation, the approval shall apply to the holding company and any control shares of the holding company immediately after the effective time of the merger as if the holding company were the parent corporation;

  (5) To the extent that, immediately prior to the effective time of the merger, the board of directors of the parent corporation had elected by resolution to be subject to or not to be subject to, wholly or partly, any or all provisions of Subtitle 8 of this title, the election shall apply to the holding company immediately after the effective time of the merger as if the holding company were the parent corporation;

  (6) Unless the board of directors of the holding company has authorized shares of stock of the holding company to be issued without certificates, or until certificates with the name of the holding company have been issued, the shares of stock of the holding company into which the shares of stock of the parent corporation are converted in the merger may continue to be represented by the stock certificates that previously represented shares of stock of the parent corporation; and

  (7) To the extent that a stockholder of the parent corporation immediately prior to the effective time of the merger had standing to institute or maintain derivative litigation on behalf of the parent corporation, the stockholder shall have standing to institute or maintain derivative litigation on behalf of the holding company.

#### Section 3-107

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

#### Section 3-108

(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, the entire board of trustees of any one business trust party to the articles, or the governing body of any other entity party to the articles; or

  (2) Unless the articles provide otherwise, by majority vote of the entire board of directors of each Maryland corporation party to the articles, the entire board of trustees of each Maryland business trust party to the articles, and the governing body of each other Maryland entity party to the articles.

(b) If the articles have been filed with the Department, notice of the abandonment shall be given promptly to the Department by:

  (1) If abandoned pursuant to subsection (a)(1) of this section, any one party to the articles; or

  (2) If abandoned pursuant to subsection (a)(2) of this section, each party to the articles.

(c)

  (1) If the proposed consolidation, merger, or share exchange is abandoned as provided in this section, no legal liability arises under the articles.

  (2) An abandonment does not prejudice the rights of any person under any other contract made by a corporation party to the proposed articles in connection with the proposed consolidation, merger, or share exchange.

#### Section 3-109

(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; and

  (3) Any other event.

(b) Articles of consolidation, merger, or share exchange shall contain the terms and conditions of the transaction and the manner of carrying it into effect, including:

  (1) A statement that each party to the articles agrees to merge, to consolidate to form a new corporation, or to acquire stock or have its stock acquired in a share exchange, as the case may be;

  (2) The name and place of incorporation or organization of:

    (i) Each party to the articles; and

    (ii) The successor corporation in a consolidation, merger, or share exchange or the successor domestic partnership, limited partnership or limited liability company in a merger;

  (3) As to each foreign corporation:

    (i) The date of its incorporation;

    (ii) A statement whether it is incorporated under general law or by special act and, if incorporated by special act, the chapter number and year of passage; and

    (iii) If the corporation is registered or qualified to do business in this State, the date of its registration or qualification;

  (4) As to each foreign business trust:

    (i) The date of its organization; and

    (ii) If the business trust is registered or qualified to do business in this State, the date of its registration or qualification;

  (5) As to each foreign partnership, limited partnership or limited liability company:

    (i) The date of its formation; and

    (ii) If the foreign partnership, limited partnership or limited liability company is registered or qualified to do business in this State, the date of its registration or qualification;

  (6) Each county in this State where:

    (i) Each corporation, partnership, limited partnership, limited liability company, and business trust party to the articles has its principal office; and

    (ii) Any of the parties in a consolidation or merger, other than the successor, owns an interest in land;

  (7) If the successor is a foreign corporation, foreign partnership, limited partnership, limited liability company, or a foreign business trust:

    (i) The location of its principal office in the place where it is organized; and

    (ii) The name and address of its resident agent in the place where it is organized;

  (8) A statement that the terms and conditions of the transaction set forth in the articles were advised, authorized, and approved by each corporation, partnership, limited partnership, limited liability company, or business trust party to the articles in the manner and by the vote required by its charter, declaration of trust, or other governing document and the laws of the place where it is organized, and a statement of the manner of approval; and

  (9) Every other provision necessary to effect the consolidation, merger, or share exchange.

(c) In addition to the requirements of subsection (b) of this section, articles of consolidation shall include:

  (1) Every matter and fact required to be stated in articles of incorporation except the provisions about incorporators;

  (2) As to each corporation party to the articles:

    (i) The total number of shares of stock of all classes which the corporation has authority to issue;

    (ii) The number of shares of stock of each class;

    (iii) The par value of the shares of stock of each class or a statement that the shares are without par value; and

    (iv) If there are any shares of stock with par value, the aggregate par value of all the shares of all classes; and

  (3) The manner and basis of converting or exchanging issued stock of the consolidating corporations into different stock or other consideration, and the treatment of any issued stock of the consolidating corporations not to be converted or exchanged, any or all of which may be made dependent on facts ascertainable outside the articles of consolidation.

(d) In addition to the requirements of subsection (b) of this section, articles of merger shall include:

  (1)

    (i) Any amendment to the charter, certificate of limited partnership, articles of organization, or declaration of trust of the successor to be effected as part of the merger; and

    (ii) The restatement, if a restatement of the charter, the certificate of limited partnership, articles of organization, or declaration of trust of the successor is to be effected as a part of the merger;

  (2) As to each corporation party to the articles:

    (i) The total number of shares of stock of all classes or series which the corporation has authority to issue;

    (ii) The number of shares of stock of each class or series;

    (iii) The par value of the shares of stock of each class or series or a statement that the shares are without par value; and

    (iv) If there are any shares of stock with par value, the aggregate par value of all the shares of all classes or series;

  (3) As to each business trust party to the articles:

    (i) The total number of shares of beneficial interest of all classes and series which the business trust has authority to issue; and

    (ii) The number of shares of beneficial interest of each class and series;

  (4) If the charter or declaration of trust of the successor is amended in a manner which changes any of the information required by items (2) and (3) of this subsection, that information as it was both immediately before and as changed by the merger; and

  (5) The manner and basis of converting or exchanging issued shares of stock of the merging corporations, outstanding partnership interest of the merging partnership or limited partnership, or shares of beneficial interest of the merging business trusts into different stock of a corporation, partnership interest of a partnership or limited partnership, outstanding membership interest of a limited liability company, shares of beneficial interest of a business trust, or other consideration, and the treatment of any issued shares of stock of the merging corporations, partnership interest of the merging partnership or limited partnerships, membership interest of the merging limited liability company, or shares of beneficial interest of the merging business trusts not to be converted or exchanged, any or all of which may be made dependent on facts ascertainable outside the articles of merger.

(e) In addition to the requirements of subsection (b) of this section, articles of share exchange shall include:

  (1) As to the corporation the shares of which are to be acquired in the exchange:

    (i) The total number of shares of stock of all classes which the corporation has authority to issue;

    (ii) The number of shares of stock of each class;

    (iii) The par value of the shares of stock of each class or a statement that the shares are without par value; and

    (iv) If there are any shares of stock with par value, the aggregate par value of all the shares of all classes; and

  (2) The manner and basis of exchanging the stock to be acquired for stock or other consideration to be issued or delivered by or on behalf of the successor, any or all of which may be made dependent on facts ascertainable outside the articles of share exchange.

(f) Articles of consolidation, merger, or share exchange may provide:

  (1) The number and names of the directors or trustees of the successor, or of persons acting in similar positions, who will hold those positions as of the effective time of the consolidation, merger, or share exchange, if the persons serving in those positions will be changed in the consolidation, merger, or share exchange; and

  (2) The titles and names of one or more officers of the successor, or of persons acting in similar positions, who will hold those positions as of the effective time of the consolidation, merger, or share exchange, if the persons serving in those positions will be changed in the consolidation, merger, or share exchange.

#### Section 3-110

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.

#### Section 3-111

(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 articles 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 corporation, partnership, limited partnership, limited liability company, or business trust other than the successor or a consolidating corporation owns an interest in land.

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

#### Section 3-112

(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 consolidating corporation 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 corporation, partnership, limited partnership, limited liability company, or business trust or by the consolidating corporation 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 Sec. 3-111 of this subtitle.

(d)

  (1) The property certificate shall:

    (i) Provide a deed reference or other description sufficient to identify the property; and

    (ii) State the actual consideration paid or to be paid for the property.

  (2) The Department shall indicate on the certificate the time the articles 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 of the Department to act on it.

#### Section 3-113

(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; or

  (2) The time established under the articles, not to exceed 30 days after the articles are accepted for record.

(b)

  (1) If the successor in a consolidation or merger is a foreign corporation, a foreign business trust, a foreign limited partnership, a foreign limited liability company, or a foreign partnership, the consolidation or merger is effective as of the later of:

    (i) The time specified by the law of the place where the successor is organized; or

    (ii) The time the Department accepts the articles of consolidation or merger for record.

  (2) A successor in a consolidation or merger shall file for record with the Department a certificate from the place where it is organized which certifies the date the articles of consolidation or merger were filed. However, the failure to file this certificate does not invalidate the consolidation or merger.

#### Section 3-114

(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 the terms of the articles cease to exist, subject to the rights of an objecting stockholder under Subtitle 2 of this title.

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

(e)

  (1) The assets of each corporation, partnership, limited partnership, limited liability company, and business trust party to the articles, 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 corporation, partnership, limited partnership, limited liability company, and business trust:

    (i) By its last acting officers, general partners, authorized persons, or trustees; or

    (ii) By the appropriate officers, general partners, authorized persons, or trustees of the successor.

(f)

  (1) The successor is liable for all the debts and obligations of each nonsurviving corporation, partnership, limited partnership, limited liability company, and business trust. An existing claim, action, or proceeding pending by or against any nonsurviving corporation, partnership, limited partnership, limited liability company, or business trust may be prosecuted to judgment as if the consolidation or merger 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 corporation, partnership, limited partnership, limited liability company, or business trust constitutes a lien on the property of the successor.

  (2) A consolidation or merger does not impair the rights of creditors or any liens on the property of any corporation, partnership, limited partnership, limited liability company, or business trust party to the articles.

(g) Unless the articles provide otherwise, until the first meeting of stockholders, the board of directors of a Maryland corporation formed by consolidation has full power to make, alter, and repeal bylaws which have the same status as bylaws adopted by the stockholders.

#### Section 3-114.1

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.

#### Section 3-115

(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 instruments to evidence the transfer may be executed and delivered at any time in the name of the transferor:

    (i) By its current officers; or

    (ii) If the corporation no longer exists, by its last acting officers.

(c)

  (1) The successor is liable for all the debts and obligations of the transferor to the extent provided in an agreement between the transferor and the successor.

  (2) A transfer of assets does not impair the rights of a creditor, including rights under the Commercial Law Article.

(d) A transfer of assets by a corporation occurring before October 1, 2018, is not invalid solely because of a failure to file articles of transfer with the Department.

#### Section 3-116

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.

#### Section 3-117

(a) In this section, "foreign corporation" means a foreign corporation as defined in Sec. 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, or devolution on the successor of the property, rights, privileges, franchises, or other assets of the nonsurviving foreign corporation is effective as provided by the laws of the places which govern the consolidation or merger.

(c) The successor shall file with the Department:

  (1) A property certificate under Sec. 3-112 of this subtitle; and

  (2) A certificate of its president, vice president, secretary, or assistant secretary which specifies:

    (i) Each county in this State where a foreign corporation party to the consolidation or merger, except the successor, owned an interest in land;

    (ii) The name of each corporation party to the consolidation or merger;

    (iii) The place under the laws of which each party was organized; and

    (iv) The name of the successor.

(d) If a copy of the document effecting the consolidation or merger has not been filed with the Department as provided in Title 7 of this article, the successor shall file with the Department an officially certified copy of that document.

(e) When the Department receives the articles and any certificate of the successor, it shall prepare and file certificates of consolidation or merger in the manner provided for Maryland corporations. However, the certificate of consolidation or merger need not state the principal office in this State of any corporation which does not have a principal office, and the certificate shall include the other information specified in the certificate filed by the successor.

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