314 LAWS OF MARYLAND [CH. 135

If the articles have been filed with the Commission, notice of
such abandonment shall be given promptly to the Commission.

In the event the proposed consolidation, merger or transfer
is abandoned in accordance with the provisions of this sub-
section, no legal liability shall arise under the articles of
consolidation, merger or transfer, but no such action shall,
in any event, prejudice the rights of any person under any
other contract made by a corporation party to the proposed
articles in connection with the proposed consolidation, merger
or transfer.

(8) A consolidation of corporations to form a new corpora-
tion of this State, or a merger of one or more corporations of
this or another state or states into a corporation of this
State, or a transfer of property and assets of a corporation
of this State, shall be effective when the articles of consolida-
tion, merger or transfer have been accepted for record by the
Commission. A consolidation or merger of one of more ONE
OR MORE corporation of this State into a corporation of an-
other state shall be effective in accordance with the law of the
jurisdiction in which the new or surviving corporation is organ-
ized, but not until the articles of consolidation or of merger
have been accepted for record by the Commission; there shall
be filed with the Commission a certificate of the State in which
the new or surviving corporation is organized, certifying the
date on which the articles of consolidation or merger were filed.

63. (Procedure for Merger of Wholly Owned Subsidiary
Corporation. ) A merger of a wholly owned subsidiary cor-
poration into its parent corporation may be effected in the
manner following, if no amendment of the charter of the
parent corporation is to be effected thereby:

(1) The board of directors of each corporation of this
State proposing to become a party to the merger shall by ma-
jority vote of the entire board of directors, adopt a resolution
approving the proposed merger substantially upon the terms
and conditions set forth in a proposed form of articles of
merger.

(2) No meeting of stockholders of either corporation need
be called or held, but upon approval of the proposed articles
by majority vote of the entire board of directors as aforesaid,
and after notice to all stockholders of such parent corporation
thirty days prior to filing, articles in substantially the form so
approved shall be filed for record with the Commission, and the
fees and bonus tax, if any, provided by law shall be paid.

(3) For each party to the articles which is a corporation
organized under the laws of another state, the articles shall