1604

LAWS OF MARYLAND

[Ch. 311

(A)   ENUMERATION OF POWERS.

A MARYLAND CORPORATION HAVING CAPITAL STOCK MAY:

(1)    CONSOLIDATE WITH ONE OR MORE OTHER
MARYLAND OR FOREIGN CORPORATIONS HAVING CAPITAL STOCK TO
FORM A NEW CONSOLIDATED CORPORATION;

(2)   MERGE INTO ANOTHER MARYLAND OR FOREIGN
CORPORATION HAVING CAPITAL STOCK, OR HAVE ONE OR MORE
SUCH CORPORATIONS MERGED INTO IT; OR

(3)   TRANSFER ITS ASSETS.

(B)   LIMITATION OF POWER.

THE PROVISIONS OF THIS SUBTITLE DO NOT REPEAL,
MODIFY, OR AFFECT IN ANY WAY A RESTRICTION OR LIMITATION:

(1)    IMPOSED ON A CORPORATION BY STATE OR
OTHER APPLICABLE LAW OR BY A CHARTER PROVISION WHICH
APPLIES TO A CONSOLIDATION, MERGER, OR TRANSFER OF
ASSETS; OR

(2)   CONTAINED IN A FRANCHISE GRANTED BY THE
STATE OR ANY OF ITS POLITICAL SUBDIVISIONS WHICH APPLIES
TO A TRANSFER OR ASSIGNMENT OF THE FRANCHISE.

REVISOR'S NOTE: Subsection (a) of this section
combines without substantive change the
provisions presently appearing in Art. 23,
§65(a) and (b), except for the last paragraph
of §65(a) which appears in §3—103. The
reference to "the laws of {another state}
which permit...action" of a foreign
corporation is deleted as unnecessary in light
of the provision of subsection (b)(1) of this
section.

Subsection (b) of this section is new language
derived without substantive change from Art.
23, § 65(d). The reference to "other
applicable" law is derived from Art. 23,
§65(b) and is included here for purposes of
clarity and organization.

See §5—207 for provisions governing the
applicability of this subtitle to
consolidations and mergers of nonstock
corporations.

For an explanation of the term "foreign
corporation" see revisor's note to §3—101(b);
with respect to the phrase "transfer