Section 12-911 - Law governing merger. - Maryland Statutes

§ 12-911. Law governing merger.
 

(a)  In general.- If a foreign statutory trust that owns property rights, privileges, franchises, or other assets located in this State is a party to a merger in which a foreign business entity is the successor, the transfer to, vesting in, or devolution on the successor of the property rights, privileges, franchises, or other assets of the nonsurviving foreign statutory trust is effective as provided by the laws of the jurisdiction that governs the merger. 

(b)  Filing requirements.- The successor described in subsection (a) of this section shall file with the Department a certificate executed by an authorized person that specifies: 

(1) Each county in this State where a foreign statutory trust party to the merger, except the successor, owned an interest in land; 

(2) The name of each party to the merger; 

(3) The jurisdiction under the laws of which each party was formed; and 

(4) The name of the successor. 

(c)  Title 12 filing.- If a copy of the document effecting the merger has not been filed with the Department as provided in § 12-205 of this title, the successor shall file with the Department an officially certified copy of that document. 

(d)  Certificates of merger.-  

(1) Except as provided in paragraph (2) of this subsection, when the Department receives the articles and any certificate of the successor, the Department shall prepare and file certificates of merger in the manner provided for a statutory trust. 

(2) The certificate of merger: 

(i) Need not state the principal office in the State of a foreign statutory trust that does not have a principal office; and 

(ii) Shall include other information specified in the certificate filed by the successor. 
 

[2010, ch. 611, § 1.]