MARVIN MANDEL, Governor

1623

CERTIFICATES OF CONSOLIDATION OR MERGER IN THE MANNER
PROVIDED FOR MARYLAND CORPORATIONS. HOWEVER, THE
CERTIFICATE OF CONSOLIDATION OR MERGER NEED NOT STATE THE
PRINCIPAL OFFICE IN THIS STATE OF ANY CORPORATION WHICH
DOES NOT HAVE A PRINCIPAL OFFICE, AND THE CERTIFICATE
SHALL INCLUDE THE OTHER INFORMATION SPECIFIED IN THE
CERTIFICATE FILED BY THE SUCCESSOR.

REVISOR'S NOTE: This section presently appears as
Art. 23, §93A. It is placed in this subtitle
because it deals with consolidations and
mergers.

It should be noted that the term "foreign
corporation" in this section is broader than
the definition contained in § 3—101, which
does not include a corporation organized under
the laws of a foreign country or a foreign
association or joint—stock company.

In subsection (b) of this section, the phrase
"or other assets of the non—surviving foreign
corporation" is added to clarify that the
provisions of this section are not intended to
apply to the assets of a Maryland corporation
party to the transaction.

The last sentence of present subsection
93A(a), which appears to make the conflict of
laws provision retroactive, is proposed for
deletion as obsolete. Even if this sentence
is intended to validate retroactively a
transfer of property, it may still be repealed
as obsolete since, once having been validated,
such transfers will remain valid. See, also,

§ ___ of Ch. ___, Acts of 1975, which contains

a provision that the enactment of this article
does not affect the vested rights of any
person.

In subsection (c)(3) of this section,
reference to place where "incorporated" is
changed to place where "organized" to cover
mergers of foreign noncorporate entities.

In this section, the definitions of "assets,"
"successor," and "interest in land" are relied
on; see §§ 1—101 and 3—101 of this article.

The only other changes are in style.

The certificate required by subsection (e) of
this section is described in § 3—111. This
certificate is sent to the clerks of various