Ch. 654

1997 LAWS OF MARYLAND

[(4)] (5) A majority vote of the entire board of trustees of a business trust
party to the articles.

(b)     If the articles of merger have been filed with the Department, notice of the
abandonment shall be given promptly to the Department.

(c)     (1) If the proposed merger is abandoned as provided in this section, no legal
liability arises under the articles of merger.

(2) An abandonment does not prejudice the rights of any person under any
other contract made by a limited liability company, PARTNERSHIP, limited partnership,
corporation or business trust party to the proposed articles of merger in connection with
the proposed merger.

4A-706.

(a)     The Department shall prepare certificates of merger that specify:

(1)     The name of each party to the articles of merger;

(2)     The name of the successor and the location of its principal office in the
State or, if it has none, its principal place of business; and

(3)     The time the articles of merger are accepted for record by the
Department.

(b)     In addition to any other provision of law with respect to recording, the
Department shall send one certificate each to the clerk of the circuit court for each
county where the articles of merger show that a merging limited liability company,
PARTNERSHIP, limited partnership, corporation, or business trust other than the
successor owns an interest in land.

(c)     On receipt of the certificate of merger, the clerk promptly shall record it with
the land records.

4A-707.

(a)     The Department shall require a limited liability company, limited partnership,
PARTNERSHIP, corporation, or business trust to submit with the articles of merger a
property certificate for each county where a merging limited liability company,
PARTNERSHIP, limited partnership, corporation, or business trust other than the
successor owns an interest in land.

(b)     The property certificate is not required with respect to any property in which
the only interest owned by the merging limited liability company, PARTNERSHIP, limited
partnership, corporation, or business trust is a security interest.

(c)     The property certificate:

(1)     Shall be in the form and number of copies that the Department requires;
and

(2)     May include the certificate of the Department required by § 4A-706 of
this subtitle.

- 3684 -