Maryland Corporations and Associations Section 12-605

Article - Corporations and Associations

§ 12-605.

      Articles of merger or consolidation shall state:

            (1)      The name and jurisdiction of formation or organization of each of the business trusts or other business entities which is to merge or consolidate and as to each foreign entity, the date of its formation, and whether it is registered or qualified to do business in the State;

            (2)      Each county in the State where each entity party to the articles of merger has its principal office and any of the parties other than the successor owns an interest in land;

            (3)      If the successor is a foreign business trust or other business entity, the location of its principal office in the jurisdiction in which it is organized and the name and address of its resident agent in the State;

            (4)      That an agreement of merger or consolidation has been approved and executed by each of the business trusts or other business entities which is to merge or consolidate in this manner required by its governing instrument or certificate of trust and by the laws of the place where it is organized;

            (5)      The name of the successor trust or other business entity;

            (6)      Any amendment to the charter, certificate of limited partnership, articles of organization of a limited liability company, or governing instrument of the successor to be effected as part of the merger or consolidation;

            (7)      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 parvalue of the shares of stock of each class or a statement that the shares are without parvalue; and

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

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

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

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

            (9)      As to each limited partnership party to the articles:

                  (i)      The percentages of partnership interests of each class of partnership interests of the limited partnership; and

                  (ii)      The class of partners and the respective percentage of partnership interests in each class of partnership interests;

            (10)      As to each limited liability company party to the articles:

                  (i)      The percentages of membership interests of each class of membership interests of the limited liability company; and

                  (ii)      The class of members and the respective percentage of membership interests in each class of membership interests;

            (11)      If the charter, certificate of limited partnership, articles of organization of a limited liability company, governing instrument or certificate of trust of the successor is amended in a manner that changes any of the information required under items (2) through (5) of this section, that information as it was both immediately before and as changed by the merger;

            (12)      The manner and basis of converting or exchanging issued stock of the merging corporations, outstanding partnership interests of the merging limited partnership, or shares of beneficial interests of the merging business trusts into different stock of a corporation, partnership interests of a limited partnership, outstanding membership interest of a limited liability company, shares of beneficial interests of a business trust, or other consideration, and the treatment of any issued stock of the merging corporations, partnership interest of the merging 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;

            (13)      The future effective date or time, which shall be a date or time certain, of the merger or consolidation if it is not to be effective on the filing of the certificate of merger or consolidation;

            (14)      That the executed agreement of merger or consolidation is on file at the principal place of business of the successor trust or other business entity, and shall state the address of that principal place of business; and

            (15)      That a copy of the agreement of merger or consolidation will be furnished by the successor trust or other business entity, on request and without cost, to any beneficial owner of any business trust or any person holding an interest in any other business entity which is to merge or consolidate.



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