2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 4A-1012 - Law governing merger -- Foreign limited liability company


MD Corp & Assn Code § 4A-1012 (2013) What's This?

(a) Conflict of laws. -- If a foreign limited liability company 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 limited partnership, or a foreign limited liability company 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 liability company is effective as provided by the laws of the place that governs the merger.

(b) Certificates to be filed with Department. -- The successor shall file with the Department a certificate executed by an authorized person that specifies:

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

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

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

(4) The name of the successor.

(c) Articles to be filed. -- If a copy of the document effecting the merger has not been filed with the Department as provided in § 4A-703 of this title, the successor shall file with the Department an officially certified copy of that document.

(d) Department to prepare and file certificate of consolidation or merger. --

(1) When the Department receives the articles and any certificate of the successor, the Department shall prepare and file certificates of merger in the manner provided for Maryland limited liability companies.

(2) However, the certificate of merger need not state the principal office in the State of any limited liability company that does not have a principal office, and the certificate shall include other information specified in the certificate filed by the successor.

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