MARVIN MANDEL, Governor

1637

The only other changes are in style.
3-304. SALE OF PROPERTY OR FRANCHISE UNDER COURT ORDER.

(A)  SUCCESSOR MAY BE ORGANIZED.

IF THE PROPERTY AND FRANCHISES OF A MARYLAND
CORPORATION ARE SOLD UNDER A COURT ORDER OR UNDER A
MORTGAGE OR DEED OF TRUST, A MARYLAND CORPORATION
ORGANIZED FOR THE PURPOSE OF CONTINUING THE OPERATIONS OF
THE ORIGINAL CORPORATION MAY ACQUIRE THE PROPERTY OR
FRANCHISES.

(B)  POWER OF PURCHASING CORPORATION.

WITH RESPECT TO THIS PROPERTY, THE PURCHASING
CORPORATION HAS THE SAME RIGHTS, PRIVILEGES, AND
FRANCHISES AND IS SUBJECT TO THE SAME LIMITATIONS,
RESTRICTIONS, AND LIABILITIES WITH RESPECT TO THE
EXERCISE OF THESE RIGHTS, PRIVILEGES, OR FRANCHISES AS
THE ORIGINAL CORPORATION.

REVISOR'S NOTE: This section is new language derived
without substantive change from Art. 23, §
127.

The language of present §127 is somewhat
ambiguous as to whether the new corporation
must be "organized... for the purpose of
continuing the business and operations of the
original corporation" or merely "organized
under the laws of this State." However, the
language of its predecessor statute — §132 of
the 1939 Code — clearly required the former,
and the Reporter's Notes to the 1951 Revision,
which enacted this section as presently
worded, stated that no change in the law was
intended.

As used in this section, the term "franchise"
refers to corporate rights, including the
rights to exist and do business, granted by
the State. It does not refer to a
"franchising agreement" where, by private
contract, one party grants another the right
to do business under a trade name, trade mark,
etc.

SUBTITLE 4. DISSOLUTION.

3-401. GENERAL RULE.

A CORPORATION HAVING CAPITAL STOCK MAY BE DISSOLVED
AS PROVIDED IN THIS SUBTITLE.