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Session Laws, 1975
Volume 716, Page 1622   View pdf image
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1622                                                 LAWS OF MARYLAND                          [Ch. 311

charters, see Art. III, §48 of the
Constitution.

3-117. CONSOLIDATIONS AND MERGERS OF FOREIGN
CORPORATIONS.

(A)   DEFINITION.

IN THIS SECTION, "FOREIGN CORPORATION" MEANS A
FOREIGN CORPORATION AS DEFINED IN §1-101 OF THIS ARTICLE,

(B)   CONFLICT OF LAMS.

IF A FOREIGN CORPORATION WHICH OWNS PROPERTY,
RIGHTS, PRIVILEGES, FRANCHISES, OR OTHER ASSETS LOCATED
IN THIS STATE IS A PARTY TO A CONSOLIDATION OR MERGER IN
WHICH ANOTHER FOREIGN CORPORATION IS THE SUCCESSOR, THE
TRANSFER TO, VESTING IN, OR DEVOLUTION ON THE SUCCESSOR
OF THE PROPERTY, RIGHTS, PRIVILEGES, FRANCHISES, OR OTHER
ASSETS OF THE NON-SURVIVING FOREIGN CORPORATION IS
EFFECTIVE AS PROVIDED BY THE LAWS OF THE PLACES WHICH
GOVERN THE CONSOLIDATION OR MERGER.

(C)   CERTIFICATES TO BE FILED WITH DEPARTMENT.

THE SUCCESSOR MAY FILE WITH THE DEPARTMENT A
CERTIFICATE OF ITS PRESIDENT, VICE-PRESIDENT, SECRETARY,
OR ASSISTANT SECRETARY WHICH SPECIFIES:

(1) EACH COUNTY IN THIS STATE WHERE A
FOREIGN CORPORATION PARTY TO THE CONSOLIDATION OR MERGER,
EXCEPT THE SUCCESSOR, OWNED AN INTEREST IN LAND;

(2)   THE NAME OF EACH CORPORATION PARTY TO THE
CONSOLIDATION OR MERGER;

(3)   THE PLACE UNDER THE LAWS OF WHICH EACH
PARTY WAS ORGANIZED; AND

(4)    THE NAME OF THE SUCCESSOR.

(D)   ARTICLES TO BE FILED.

IF A COPY OF THE DOCUMENT EFFECTING THE
CONSOLIDATION OR MERGER HAS NOT BEEN FILED WITH THE
DEPARTMENT AS PROVIDED IN TITLE 7 OF THIS ARTICLE, THE
SUCCESSOR SHALL FILE WITH THE DEPARTMENT AN OFFICIALLY
CERTIFIED COPY OF THAT DOCUMENT.

(E)    DEPARTMENT TO PREPARE AND FILE CERTIFICATE OF
CONSOLIDATION OR MERGER.

WHEN THE DEPARTMENT RECEIVES THE ARTICLES AND ANY
CERTIFICATE OF THE SUCCESSOR, IT SHALL PREPARE AND FILE

 

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Session Laws, 1975
Volume 716, Page 1622   View pdf image
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