2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 4A-709 - Effects of consummation


MD Corp & Assn Code § 4A-709 (2013) What's This?

(a) General rule. -- A consummation of a merger has the effects provided in this section.

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

(c) Converted or exchanged interests cease to exist. -- The membership interest of each member of a limited liability company 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 member under § 4A-705 of this subtitle.

(d) Purpose and powers of new corporation. -- 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.

(e) Transfer of property, rights, etc. --

(1) 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 upon the successor without further act or deed.

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

(f) Successor liable for debts and obligations. --

(1) (i) The successor is liable for all the debts and obligations of each nonsurviving party to the articles of merger.

(ii) An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles of merger:

1. May be prosecuted to judgment as if the merger had not taken place; or

2. 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 shall constitute a judgment against the successor.

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

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