Maryland Corporations and Associations Section 3-102

Article - Corporations and Associations

§ 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 Maryland 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.



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