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Session Laws, 1967
Volume 681, Page 1333   View pdf image (33K)
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SPIRO T. AGNEW, Governor                      1333

(i) The [Commission] Department shall keep a public index of
the names and addresses of the resident agents and mailing addresses
of all such foreign corporations and of the locations of their principal
offices in this State in cases in which such locations have been cer-
tified to it.

91. Effect of Failure to Qualify or Register.

(c)    No suit shall be maintained in any court of this State by any
such foreign corporation or by anyone claiming under such foreign
corporation if such foreign corporation is doing or has done intra-
state or interstate or foreign business in this State without having
complied with the requirements of Section 90 of this Article, until
such foreign corporation or the person claiming under it has shown
to the satisfaction of the court

(1)    that such foreign corporation, or a foreign corporation suc-
cessor thereto, has complied with the requirements of Section 90 of
this Article, or

(2)    that neither such foreign corporation nor any foreign cor-
poration successor thereto is continuing to do intrastate or interstate
or foreign business in this State, and

(3)    that such foreign corporation or the person claiming under
it has paid to the [Commission] Department the penalty provided
for in subsection (d) hereof.

(d)    If any foreign corporation required by Section 90 of this
Article to qualify to do intrastate business in this State does such
business in this State without qualifying to do such business, or if
any foreign corporation required by said section to register to do
interstate or foreign business in this State does such business in this
State without registering to do such business, the [Commission]
Department shall impose upon it a penalty of two hundred dollars.
Such penalties shall be collected and may be reduced or abated in the
manner provided for the collection, reduction and abatement of penal-
ties imposed by Section 252 of Article 81 for failure to file reports
with the [Commission] Department.

93A. Mergers and Consolidations of Foreign Corporations

(a)    Whenever a foreign corporation owning property, rights,
privileges or franchises located in this State, is a party to a merger
or consolidation in which another foreign corporation is the succes-
sor corporation, the transfer to, vesting in or devolution upon the
successor corporation of such property, rights, privileges or fran-
chises shall be effective as provided in the laws of the foreign juris-
dictions governing the consolidation or merger. The provisions of
this subsection shall apply to all mergers and consolidations of
foreign corporations, whether heretofore or hereafter effected.

(b)    The successor or surviving corporation in any such merger
or consolidation may file with the Department a certificate of its
president, a vice-president, its secretary or an assistant secretary,
setting forth (i) the counties of this State in which the foreign cor-
poration or corporations not surviving the consolidation or merger
owned property the title to which could be affected by the recording
of an instrument among the land records, (ii) the names of the
corporations party to such merger or consolidation, (iii) the names
of the jurisdiction under which each such party was incorporated


 

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Session Laws, 1967
Volume 681, Page 1333   View pdf image (33K)
 Jump to  
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