1608

LAWS OF MARYLAND

[Ch. 311

required to approve the "articles." As a
practical natter, however, the articles often
are not drafted until after the transaction is
approved. The revision recognizes this and
permits approval of "the transaction." In
addition, this is advisable since often the
detailed terns and conditions of the
transaction are contained in a separate
contract and not in the articles. This change
does not, however, in any way affect any
stockholders' rights, since their approval of
the terms and conditions will be required in
any event.

In this section, the term "successor" is
substituted for "surviving corporation." This
is consistent with the definition contained in
Title 1 of this article. For an explanation of
the term "foreign corporation," see revisor's
note to § 3-101(b).

The only other changes are in style.

[[3-106. FILING OF ARTICLES.

ARTICLES OF CONSOLIDATION, MERGER, OR TRANSFER SHALL
BE FILED FOR RECORD WITH THE DEPARTMENT.]]

REVISOR'S NOTE: This section is new language derived
from Art. 23, § 66(f). Since the exceptions
set out in § 3—105(a) do not apply to this
provision, it has been set out as a separate
section.

The requirement that the "articles" be in
"substantially the form ... approved" is
deleted; in this regard, see revisor's note to
§3-105.

Reference to the filing fees charged by the
Department are omitted as unnecessary in light
of §1—201 of this article.

[[3-107]] 3-106. PROCEDURE FOR MERGER OF SUBSIDIARY
CORPORATION IF CHARTER OF PARENT NOT AMENDED.

(A) APPLICABILITY OF SECTION.

NOTWITHSTANDING THE PROVISIONS OF § 3-105 OF THIS
SUBTITLE, THE MERGER OF A 90 PERCENT OR MORE OWNED
SUBSIDIARY CORPORATION INTO ITS PARENT CORPORATION MAY BE
EFFECTED AS PROVIDED IN THIS SECTION, IF THE CHARTER OF
THE PARENT IS NOT AMENDED IN THE MERGER.