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MARVIN MANDEL, Governor 3863
confirming the transfer." (Emphasis supplied). 1 That
subsection goes on to provide that "failure to pay the
required taxes within this period of time shall
invalidate the acceptance of the articles." The sentence
preceding that last quoted, however, does not provide a
time within which the taxes are to be paid tut provides
that they are not due and payable until 30 days or more
after the date on which the articles because effective.
Thus, the taxes need not be paid within any specific
period of time and the Department is thus given no
meaningful power to invalidate its earlier acceptance of
Articles of Transfer for non-payment of taxes. while the
first sentence of subsection (t)(3) might be read to
provide that the taxes are due and payable upon or no
later than the filing of a confirmatory deed, which
cannot be filed less than 30 days after the effective day
of the articles, such an interpretation both produces an
illegal prohibition against filing a confirmatory deed
and paying the taxes within 30 days and also leaves an
open-ended payment date for the taxes which need only be
paid if and when the tranferee chooses to file a
confirmatory deed or deeds. Here the prompt filing of a
confirmatory deed absolutely necessary to complete the
transfer of title, we might not be so concerned about the
open-ended payment date and might feel more comfortable
with an obligation to pay the taxes upon the filing of a
confirmatory deed. However, Corporations and
Associations Article, Section 3-115, provides that the
assets of the transferor "vest in, and devolve on" the
transferee as provided in the Articles "without further
act or deed." 2
Insofar as the amendments to Sections 277A and 278A
are concerned, the same difficulties exist. Language
identical to that set forth in Section 277, subsection
(t)(3) appears in the amendment to Section 277A beginning
on line 220 of the Bill and in the amendment to Section
278A beginning on line 273 of the bill. 3
We are confident that the General Assembly did not
intend the result which follows from the provisions of
this bill. Accordingly, you may wish to consider vetoing
the bill however desirable its intended purpose may be.
Very truly yours,
Francis E. Burch
Attorney General
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1 We assume that the General Assembly meant to say
"not more than," but we are not at liberty to
convert their words into words of clearly opposite
import. Note that §3-113 of the Corporations and
Associations Article calls for the transactions to
be effective no more than 30 days after acceptance
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