Ch. 654

1997 LAWS OF MARYLAND

(ii) The number of shares to be issued or delivered in the merger is not
more than 15 percent of the number of its shares of the same class or series outstanding
immediately before the merger becomes effective.

(j) (1) The Department shall prepare certificates of merger that specify:

(i) The name of each party to the articles;

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

(iii) The time the articles are accepted for record by the Department.

(2)     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 show that a merging business trust, corporation, PARTNERSHIP,
LIMITED PARTNERSHIP, or limited liability company other than the successor owns an
interest in land.

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

(k) (1) In order to keep the land assessment records current in each county, the
Department shall require a business trust, corporation, PARTNERSHIP, LIMITED
PARTNERSHIP, or limited liability company to submit with the articles a property
certificate for each county where a merging business trust, corporation, PARTNERSHIP,
LIMITED PARTNERSHIP, or limited liability company other than the successor owns an
interest in land.

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

(3)     The property certificate shall be in the form and number of copies which
the Department requires and may include the certificate of the Department required by
subsection (j) of this section.

(4)     (i) The property certificate shall provide a deed reference or other
description sufficient to identify the property.

(ii) The Department shall indicate on the certificate the time the
articles are accepted for record and send a copy of it to the chief assessor of the county
where the property is located.

(5)     A transfer, vesting, or devolution of title to the property is not
invalidated or otherwise affected by any error or defect in the property certificate, failure
to file it, or failure by the Department to act on it.

(m) (1) If the successor in a merger is a foreign corporation, FOREIGN
PARTNERSHIP, FOREIGN LIMITED PARTNERSHIP, a foreign limited liability company,
or a Maryland or foreign business trust, other than a Maryland real estate investment
trust, the merger is effective as of the later of:

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