In this title the following words have the meanings indicated. “Articles of consolidation” means a document filed with the Department under § 3–107 of the Corporations and Associations Article which evidences a consolidation of at least one Maryland corporation with another corporation to form a new Maryland corporation. “Articles of merger” means a document filed with the Department under § 3–107, § 4A–703, § 9A–903, or § 10–208 of the Corporations and Associations Article which evidences a merger involving at least one Maryland corporation, Maryland limited liability company, Maryland partnership, or Maryland limited partnership. “Documents which evidence the merger or consolidation of foreign corporations, foreign partnerships, foreign limited liability companies, or foreign limited partnerships” means those documents that are filed or recorded with: the Department under § 3–117, § 4A–1012, § 9A–910, or § 10–912 of the Corporations and Associations Article; or the clerk of the circuit court of a county evidencing that title to real property has been conveyed through a merger or consolidation of 2 or more foreign corporations, foreign partnerships, foreign limited liability companies, or foreign limited partnerships. “Instrument of writing” means a written instrument that conveys title to, or a leasehold interest in, real property. “Instrument of writing” includes: a deed or contract; a lease; an assignment of a lessee’s interest; articles of merger or other document which evidences a merger of foreign corporations, foreign limited liability companies, foreign partnerships, or foreign limited partnerships; and articles of consolidation or other document which evidences a consolidation of foreign corporations. “Instrument of writing” does not include: a mortgage, deed of trust, or other contract that creates an encumbrance on real property; or a security agreement, as defined in § 12–101(l) of this article. “Subsidiary corporation” includes any corporation that is a subsidiary of either a parent corporation or any other subsidiary corporation of the parent corporation. “Successor” has the meaning stated in § 1–101(dd) of the Corporations and Associations Article.

By agreement, a transfer tax under this title may be paid by any person.

In this section, “controlling interest”, “real property”, and “real property entity” have the meanings stated in § 12–117 of this article. The taxes under this title are imposed on the transfer of a controlling interest in a real property entity as if the real property, directly or beneficially owned by the real property entity, was conveyed by an instrument of writing that is recorded with the clerk of the circuit court for a county or filed with the Department under § 13–202 of this title. The taxes under this section are imposed on the consideration payable for the transfer of the controlling interest in the real property entity or on the value of the real property directly or beneficially owned by the real property entity, as provided in § 12–117(b)(2) of this article. Except for the county transfer tax, the taxes under this section shall be applied at the rates established in this title. The county transfer tax shall be applied at the rate imposed by the county where the real property is located. The taxes under this title are not imposed on the transfer of a controlling interest in a real property entity in any of the circumstances described: in § 13–207 of this title that exempts an instrument of writing from the transfer tax; or in § 12–117(c) of this article that exempts the transfer of a controlling interest in a real property entity from the recordation tax. In each instance in which a controlling interest in a real property entity is transferred, the provisions of § 12–117(d) and (e) of this article are applicable. This section does not apply in the circumstances described in § 12–117(f) of this article. The Department shall adopt regulations to administer this section in the same manner as in § 12–117(g) of this article.