Title 4A. Limited Liability Company Act — Subtitle 7. Merger

Unless otherwise agreed, a domestic limited liability company may merge into one or more:

One or more domestic limited liability companies, foreign limited liability companies, partnerships, limited partnerships, corporations having capital stock, or business trusts having transferable units of beneficial interest may merge into a domestic limited liability company.

The proposed merger shall be approved in the manner provided by this section.

A corporation shall approve the merger under the provisions of § 3–105 of this article.

A business trust shall approve the merger under the provisions of § 8–501.1 or § 12–602 of this article.

A partnership shall approve the merger under the provisions of § 9A–902 of this article.

A limited partnership shall approve the merger under the provisions of § 10–208 of this article.

Unless otherwise agreed, a domestic limited liability company shall approve the merger by the consent of the members holding at least two–thirds of the interest in profits of the limited liability company as determined under § 4A–503 of this title.

A foreign limited liability company party to the merger shall have the merger advised, authorized, and approved in the manner and by the vote required by the laws of the place where it is organized.

Contain the provisions required by § 3-109 of this article and other provisions permitted by that section;

Be executed:

Be filed for record with the Department.

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:

If the articles of merger have been filed with the Department, notice of the abandonment shall be given promptly to the Department.

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 stockholder’s stock under Title 3, Subtitle 2 of this article.

The procedures under Title 3, Subtitle 2 of this article shall be applicable to the extent practicable.

The Department shall prepare certificates of merger that specify:

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 of merger show that a merging limited liability company, partnership, limited partnership, corporation, or business trust other than the successor owns an interest in land.

On receipt of the certificate of merger, the clerk promptly shall record it with the land records.

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.

The property certificate is not required with respect to any property in which the only interest owned by the merging limited liability company, partnership, limited partnership, corporation, or business trust is a security interest.

The property certificate:

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 the property certificate, or failure by the Department to act on the property certificate.

The time the Department accepts the articles of merger for record; or

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.

The separate existence of each limited liability company, limited partnership, partnership, corporation, or business trust party to the articles, except the successor, ceases.

The membership interest of each member of a limited liability company party to the articles of merger that are to be converted or exchanged under the terms of the articles of merger cease to exist, subject to the rights of an objecting member under § 4A–705 of this subtitle.

In addition to any other purposes and powers set forth in the articles of merger, if the articles provide, the successor has the purpose and powers of each party to the articles.

The successor limited liability company agrees that it may be served with process in this State in any action, suit, or proceeding for the enforcement of any obligation of the nonsurviving domestic limited liability company that arose before the merger;

Irrevocably appoints the Department as its agent to accept service of process in any such action, suit, or proceeding described under item (1) of this section; and

Specifies the address to which a copy of the process shall be mailed to it by the Department.