2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 10-912 - Law governing merger -- Foreign limited partnership


MD Corp & Assn Code § 10-912 (2013) What's This?

§10-912.

(a) If a foreign limited partnership that owns property, rights, privileges, franchises, or other assets located in this State is a party to a merger in which a foreign corporation, foreign partnership, foreign limited liability company, or another foreign limited partnership is the successor, the transfer to, vesting in, or devolution on the successor of the property, rights, privileges, franchises, or other assets of the nonsurviving foreign limited partnership is effective as provided by the laws of the place that governs the merger.

(b) The successor shall file with the Department:

(1) A property certificate under § 3-112 of this article or § 10-208(h) of this title, or both; and

(2) A certificate that specifies:

(i) Each county in the State where a foreign limited partnership party to the merger, except the successor, owned an interest in land;

(ii) The name of each party to the merger;

(iii) The place under the laws of which each party was organized;

(iv) The name of the successor; and

(v) If the successor is a foreign limited partnership, or foreign partnership, the name and business, residence, or mailing address of each of the general partners of the successor.

(3) The certificate shall be executed:

(i) In the case of a partnership, in the manner required in § 9A-903 of this article;

(ii) In the case of a limited partnership, by all of the general partners;

(iii) In the case of a limited liability company in the manner required in § 4A-206 of this article; and

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

(c) If a copy of the document effecting the merger has not been filed with the Department as provided in this title, the successor shall file with the Department an officially certified copy of that document.

(d) When the Department receives the articles and any certificate of the successor, it shall prepare and file certificates of merger in the manner provided for Maryland limited partnerships. However, the certificate of merger need not state the principal office in the State of any successor that does not have a principal office, and the certificate shall include the other information specified in the certificate filed by the successor.

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