2020 Maryland Statutes
Corporations and Associations
Title 3 - Corporations in General -- Extraordinary Actions
Subtitle 1 - Consolidation, Merger, and Transfer of Assets
Section 3-115 - Effect of Transfer of Assets
(a) Consummation of a transfer of assets has the effects provided in this section.
(b) (1) The assets of the transferor, including any legacies which it would have been capable of taking, transfer to, vest in, and devolve on the successor to the extent provided in an agreement between the transferor and the successor.
(2) Deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferor:
(i) By its current officers; or
(ii) If the corporation no longer exists, by its last acting officers.
(c) (1) The successor is liable for all the debts and obligations of the transferor to the extent provided in an agreement between the transferor and the successor.
(2) A transfer of assets does not impair the rights of a creditor, including rights under the Commercial Law Article.
(d) A transfer of assets by a corporation occurring before October 1, 2018, is not invalid solely because of a failure to file articles of transfer with the Department.
