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: Partnerships; Limited liability companies; Limited partnerships; Corporations having capital stock; or Business trusts having transferable units of beneficial interest. One or more partnerships, limited liability companies, limited partnerships, corporations having capital stock, or business trusts having transferable units of beneficial interest may merge into a partnership. Before a partnership may be a party to a statutory merger pursuant to this subtitle, such partnership must have on file with the Department either (1) a statement of authority filed pursuant to § 9A-303 of this title or (2) a certificate of limited liability partnership filed pursuant to § 9A-1001 of this title. The statutory merger provisions of this subtitle do not preclude a partnership from being converted or merged by agreement or by operation of law.

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 real estate investment trust shall approve the merger under the provisions of § 8–501.1 of this article. A limited partnership shall approve the merger under the provisions of § 10-208 of this article. A limited liability company shall approve the merger under the provisions of § 4A-702 of this article. A partnership shall approve the merger by all of its partners, or a lesser number or percentage specified for merger in its partnership agreement. A foreign partnership party to the merger shall have the merger approved in the manner and by the vote required by the laws of the place where it is organized. A statutory trust shall approve the merger under the provisions of § 12–602 of this article. A business trust, other than a Maryland real estate investment trust or statutory trust, shall have the merger approved in the manner and by the vote required by the laws of the place where it is formed.

Articles of merger shall: Contain the provisions required by § 3-109 of this article and other provisions permitted by that section; Be executed: In the case of a partnership, by any partner authorized by the partnership to do so; In the case of a limited liability company, in the manner required by § 4A-206 of this article; In the case of a corporation or business trust, in the manner required by Title 1 of this article; and In the case of a limited partnership, in the manner required by Title 10 of this article; and Be filed for record with the Department.

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: A majority vote of the partners of a partnership party to the articles; Unanimous consent of the members of a limited liability company party to the articles; A majority vote of the general partners and a majority in interest of the limited partners, as defined in § 10-208 of this article, of any limited partnership party to the articles; A majority vote of the entire board of directors of a corporation party to the articles; and A majority vote of the entire board of trustees of a business trust party to the articles. If the articles of merger have been filed with the Department, notice of the abandonment shall be given promptly to the Department. If the proposed merger is abandoned as provided in this section, no legal liability arises under the articles of merger. An abandonment does not prejudice the rights of any person under any other contract made by a partnership, limited liability company, limited partnership, corporation or business trust party to the proposed articles of merger in connection with the proposed merger.

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. 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: The name of each party to the articles of merger; 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 The time the articles of merger are accepted for record by the Department. In addition to any other provision of law with respect to recording, the Department shall send one of the certificates of merger to the clerk of the circuit court of each county in the State where the articles of merger show that a merging partnership, limited liability company, limited partnership, corporation or business trust other than the successor owns an interest in land. On receipt of a certificate, a clerk promptly shall record it with the land records.

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. A property certificate is not required with respect to any property in which the only interest owned by the merging partnership, limited liability company, limited partnership, corporation, or business trust is a security interest. The property certificate: Shall be in the form and number of copies that the Department requires; and May include the certificate of the Department required by § 9A-906 of this subtitle. The property certificate shall provide a deed reference or other description sufficient to identify the property. The Department shall: Indicate on the property certificate the time that articles of merger are accepted for record; and Send a copy of the property certificate to the chief assessor of the county where the property is located. 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.

A merger is effective as of the later of: 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.

Consummation of a merger has the effects provided in this section. The separate existence of each partnership, limited liability company, limited partnership, corporation, or business trust party to the articles, except the successor, ceases. The interest of each partner of a partnership 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 partner under § 9A-905 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 assets of each party to the articles of merger, including any legacies that it would have been capable of taking, transfer to, vest in, and devolve upon the successor without further act or deed. Confirmatory deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the nonsurviving party to the articles of merger by its last acting authorized persons, general partners, officers, trustees, or by the appropriate authorized persons, general partners, officers, or trustees, or members of the successor. The successor is liable for all the debts and obligations of each nonsurviving party to the articles of merger. An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles of merger: May be prosecuted to judgment as if the 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 party to the articles of merger shall constitute a judgment against the successor. A merger does not impair the rights of creditors or a lien on the property of any partnership, limited liability company, limited partnership, corporation, or business trust party to the articles of merger. Subject to Subtitles 7 and 8 of this title, a partner of a nonsurviving partnership remains liable for all the debts and obligations of the nonsurviving partnership party to the articles of merger. A partner of the surviving partnership is liable for: All obligations of a party to the merger for which the partner was personally liable before the merger; All other obligations of the surviving partnership incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the surviving partnership; and Except as provided in § 9A-306(c) of this title, all obligations of the surviving partnership incurred after the merger takes effect.

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: The successor partnership 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 partnership 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 by the Department.