2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 9A-909 - Effects of consummation


MD Corp & Assn Code § 9A-909 (2013) What's This?

(a) In general. -- Consummation of a merger has the effects provided in this section.

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

(c) Interests. -- The interest of each partner of a 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 partner under § 9A-905 of this subtitle.

(d) Powers. -- 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) Assets. --

(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, or trustees, or members of the successor.

(f) 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 partnership, limited liability company, limited partnership, corporation, or business trust party to the articles of merger.

(3) Subject to Subtitles 7 and 8 of this title, a partner of a nonsurviving partnership remains liable for all the debts and obligations of the nonsurviving partnership party to the articles of merger.

(g) Liability of surviving partnership. -- A partner of the surviving partnership is liable for:

(1) All obligations of a party to the merger for which the partner was personally liable before the merger;

(2) All other obligations of the surviving partnership incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the surviving partnership; and

(3) Except as provided in § 9A-306(c) of this title, all obligations of the surviving partnership incurred after the merger takes effect.

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