CORPORATIONS. 235

(8) Nothing in this section shall be taken or construed as limiting or
affecting the liability of stockholders in banking, safe deposit, trust or
loan corporations.

See notes to secs. 39 and 392.

An. Code, 1924, sec. 33. 1912, sec. 29. 1904, secs. 45, 46, 47. 1888, sec. 39.

1868, ch. 471, sec. 36. 1892, ch. 666, sec. 39A. 1896, ch. 410, sec. 39B.

1908, ch. 240, sec. 29. 1916, ch. 596, sec. 29. 1920, ch. 327,

sec. 29. 1935, ch. 551, sec. 33.

33. Any one or more corporations of this State having capital stock,
heretofore or hereafter incorporated, may be consolidated with another
such corporation of this State to form a new corporation, or may be
merged into another such corporation of this State, in the manner fol-
lowing:

(1) If a consolidation into a new corporation is to be effected, there
shall be an agreement of consolidation in which shall be set forth: (a) that
the consolidating corporations have agreed to consolidate and thereby
form a new corporation; (b) all other matters and facts required to be
stated, and any further provisions which might be made, in a certificate of
incorporation; (c) the total amount of the authorized capital stock of each
of the consolidating corporations; (d) the total amount of capital stock
of the new corporation to be issued for stock of the consolidating corpora-
tions, which amount may be greater or less than the total amount of the
stock of the consolidating corporations then outstanding; (e) the terms and
conditions of the proposed consolidation and the mode of carrying the
same into effect, specifying the total amount of capital stock of each class
of the new corporation to be issued for stock of each class of the con-
solidating corporations and the manner of converting the capital stock of
each of the consolidating corporations into stock of the new corporation;

(f) the counties of this State in which the principal offices of the con-
solidating corporations are located and the counties of this State in which
any of the consolidating corporations owns property the title to which could
be affected by the recording of an instrument among¹ the land records, and
if any of such corporations has its principal office or owns such property
in the City of Baltimore, the agreement of consolidation shall so state; and

(g) all such other provisions and details as may be deemed necessary to
perfect the consolidation.

(2) If a merger into one of the existing corporations is to be effected,
there shall be an agreement of merger in which shall be set forth: (a) the
name of the corporation to survive the merger; (b) any amendments to
the charter of such surviving corporation to be effected by the merger
(and as to such amendments, the charter shall be deemed to be amended
accordingly upon the receipt for record by the State Tax Commission of
the agreement of merger); (c) the total amount of the authorized capital
stock of each of the merging corporations; (d) the terms and conditions of
the proposed merger and the mode of carrying the same into effect, specify
the total amount of capital stock of each class of the surviving corporation