2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 10-208 - Mergers

§10-208.

(a) (1) In this section the following words have the meanings indicated.

(2) “Corporation” means a Maryland corporation or a foreign corporation.

(3) “Limited liability company” means a Maryland or a foreign limited liability company as defined by § 4A-101 of this article.

(4) “Majority in interest of the limited partners” means a majority in interest of each class of the limited partners (such majorities determined on the basis of the sharing of profits and losses by the limited partners).

(5) “Foreign partnership” means a partnership formed under the laws of any state, other than this State, or under the laws of a foreign country.

(b) Unless the partnership agreement provides otherwise, a domestic limited partnership may merge into one or more domestic or foreign partnerships, limited partnerships or limited liability companies, corporations having capital stock, or business trusts having transferable units of beneficial interest; or one or more domestic or foreign partnerships, limited partnerships or limited liability companies, corporations having capital stock, or business trusts having transferable units of beneficial interest may merge into a domestic limited partnership.

(c) The proposed merger shall be approved in the manner provided by this subsection:

(1) A corporation or a business trust shall approve the merger in accordance with the provisions of § 3-105 of this article;

(2) Unless the partnership agreement provides otherwise, a partnership shall approve the proposed merger in accordance with the provisions of Title 9A of this article;

(3) Unless the partnership agreement provides otherwise, a limited partnership shall approve the proposed merger by the affirmative vote of all of the general partners and a majority in interest of the limited partners;

(4) A foreign limited partnership 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;

(5) A limited liability company shall approve the merger in the manner provided under § 4A-703 of this article; and

(6) A foreign limited liability company 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.

(d) Articles of merger containing provisions required by § 3-109 of this article and other provisions permitted by that section shall be:

(1) Executed:

(i) In the case of a limited partnership, by a general partner;

(ii) In the case of a corporation or business trust, in the manner required by Title 1 of this article;

(iii) In the case of a partnership, in the manner required by Title 9A of this article; and

(iv) In the case of a limited liability company, in the manner required by Title 4A of this article; and

(2) Filed for record with the Department.

(e) (1) Unless the articles of merger provide otherwise, a proposed merger or consolidation may be abandoned before the effective date of the articles by:

(i) A vote of the majority of the general partners and a majority in interest of the limited partners of any limited partnership party to the articles;

(ii) A majority vote of the entire board of directors of any corporation party to the articles;

(iii) Majority vote of the entire board of trustees of any business trust party to the articles;

(iv) A vote of the members of a limited liability company party to the articles as provided under § 4A-704 of this article; or

(v) A vote of the partners of a partnership party to the articles as provided under Title 9A of this article.

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

(3) (i) If the proposed merger is abandoned as provided in this subsection, no legal liability arises under the articles of merger.

(ii) An abandonment does not prejudice the rights of any person under any other contract made by a partnership, limited partnership, corporation, limited liability company, or business trust party to the proposed articles of merger in connection with the proposed merger.

(f) Each limited partner of a limited partnership objecting to a merger of the limited partnership has the same rights with respect to its partnership interest as an objecting stockholder of a Maryland corporation has with respect to its stock under Title 3, Subtitle 2 of this article. The procedures under that subtitle shall be applicable to the extent practicable.

(g) (1) The Department shall prepare certificates of merger that specify:

(i) The name of each party to the articles of merger;

(ii) The name of the successor and the location of its principal office in the State or, if it has none, its principal place of business; and

(iii) The time the articles of merger are accepted for record by the Department.

(2) In addition to any other provision of law with respect to recording, the Department shall send one certificate of merger each to the clerk of the circuit court for each county where the articles of merger show that a merging partnership, limited partnership, corporation, limited liability company, or business trust other than the successor owns an interest in land.

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

(h) (1) In order to keep the land assessment records current in each county, the Department shall require a partnership, limited partnership, corporation, limited liability company, or business trust to submit with the articles of merger a property certificate for each county where a merging partnership, limited partnership, corporation, limited liability company, or business trust other than the successor owns an interest in land.

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

(3) 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 subsection (g) of this section.

(4) (i) The property certificate shall provide a deed reference or other description sufficient to identify the property.

(ii) The Department shall indicate on the property certificate the time the 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.

(5) 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.

(i) A merger is effective as of the later of:

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

(2) The time established under the articles of merger, not to exceed 30 days after the articles of merger are accepted for record.

(j) (1) Consummation of a merger has the effects provided in this subsection.

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

(3) The partnership interest of each partner of a limited 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 limited partner under subsection (f) of this section.

(4) 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.

(5) (i) 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 on the successor without further act or deed.

(ii) Confirmatory deeds, assignments or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferring party to the articles of merger by its last acting general partners, officers, authorized persons, or trustees or by the appropriate general partners, officers, authorized persons, or trustees of the successor.

(6) (i) 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 constitutes a lien on the property of the successor.

(ii) A merger does not impair the rights of creditors or any liens on the property of any partnership, limited partnership, corporation, limited liability company, or business trust party to the articles of merger.

(k) If, following a merger involving one or more domestic limited partnerships, the successor partnership or limited partnership is not a domestic partnership or limited partnership, there shall be included in the articles of merger filed pursuant to subsection (d)(1) of this section for each domestic limited partnership a statement that the successor partnership or limited partnership agrees that it may be served with process in the State of Maryland in any action, suit, or proceeding for the enforcement of any obligation of the domestic limited partnership that arose before the merger, irrevocably appointing the Department as its agent to accept service of process in any such action, suit, or proceeding and specifying the address to which a copy of the process shall be mailed to it by the Department.