2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 4A-704 - Abandonment


MD Corp & Assn Code § 4A-704 (2013) What's This?

(a) General rule. -- Unless the articles of merger preclude the right to abandon the merger, a proposed merger may be abandoned before the effective date of the articles by:

(1) Consent of the members of a limited liability company party to the article required to approve the merger under § 4A-702 of this subtitle, or a lesser vote as may be provided for in the operating agreement of the limited liability company;

(2) A majority of the partners of a partnership;

(3) A majority vote of the general partners and a majority in interest of the limited partners, as defined in § 10-208 of this article, of any limited partnership party to the articles;

(4) A majority vote of the entire board of directors of a corporation party to the articles; and

(5) A majority vote of the entire board of trustees of a business trust party to the articles.

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

(c) Effect of abandonment. --

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

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

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