MARVIN MANDEL, Governor                               1603

It is covered in Title 1 of this article.

TITLE 3. CORPORATIONS IN GENERAL - EXTRAORDINARY
ACTIONS.

SUBTITLE 1. CONSOLIDATION, MERGER, AND [[TRANSFERS OF
PROPERTY NOT IN THE ORDINARY COARSE OF BUSINESS]]
TRANSFER OF ASSETS.

3-101. DEFINITIONS.

(A)   IN GENERAL.

IN THIS SUBTITLE THE FOLLOWING WORDS HAVE THE
MEANINGS INDICATED.

REVISOR'S NOTE: This subsection is used as the
standard introductory language to a definition
section.

(B)     "FOREIGN CORPORATION" MEANS A CORPORATION
ORGANIZED UNDER THE LAWS OF THE UNITED STATES, ANOTHER
STATE OF THE UNITED STATES, OR A TERRITORY, POSSESSION,
OR DISTRICT OF THE UNITED STATES.

REVISOR'S NOTE: This subsection is new language
derived without substantive change from Art.
23, § 65(b) and substitutes the term "foreign
corporation" for the more awkward phrase
"corporation organized under the laws of
another state." It should be noted, however,
that the term "foreign corporation," as
defined and used in this subtitle, has a
narrower scope than as used in Title 7 and
elsewhere in this article; in this regard, see
revisor's note to §§ 1—101(1) and 7—101.

The Commission is unsure as to why "alien"
foreign corporations are excluded from
consolidating or merging with Maryland
corporations. The General Assembly may wish
to consider this matter since such
corporations could easily circumvent this
exclusion by forming American subsidiaries and
having them effectuate the transaction.

(C)         "INTEREST IN LAND" MEANS ANY INTEREST IN REAL
PROPERTY, THE TITLE TO WHICH COULD BE AFFECTED BY
RECORDING AN INSTRUMENT IN THE LAND RECORDS.

REVISOR'S NOTE: This subsection is new language
added to avoid undue, lengthy repetition.

3-102.

GENERAL RULE.