Section 12-605 - Articles of merger or consolidation - Contents. - Maryland Statutes

§ 12-605. Articles of merger or consolidation - Contents.
 

Articles of merger or consolidation shall state: 

(1) The name and jurisdiction of formation or organization of each statutory trust or other business entity which is to merge or consolidate and as to each foreign business entity, the date of its formation, and whether it is registered or qualified to do business in the State; 

(2) The name of the successor; 

(3) Each county in the State where each entity party to the articles of merger or consolidation has its principal office and any of the parties other than the successor owns an interest in land; 

(4) If the successor is a foreign business entity, the location of its principal office in the jurisdiction in which it is organized and the name and address of its resident agent in the State; 

(5) That the merger or consolidation has been approved by each statutory trust, other business entity, or foreign business entity that is to merge or consolidate in the manner required by its governing instrument or certificate of trust and by the laws of the place where it is organized; 

(6) Any amendment to the certificate of trust of the successor to be effected as part of the merger or consolidation; 

(7) (i) The manner and basis of converting or exchanging issued beneficial interests or other ownership interests of each merging or consolidating statutory trust, other business entity, or foreign business entity into: 

1. Different beneficial interests or other ownership interests of a statutory trust, another business entity, or foreign business entity; or 

2. Any other consideration; and 

(ii) The treatment of any beneficial interests or other ownership interests of each merging or consolidating statutory trust, other business entity, or foreign business entity not being converted or exchanged; and 

(8) The future effective time, which shall be a time certain, of the merger or consolidation if it is not to be effective on the acceptance for record by the Department of the articles of merger or consolidation. 
 

[1999, ch. 452; 2010, ch. 611, § 1.]