PARRIS N. GLENDENING, Governor

Ch. 654

(D) THE STATUTORY MERGER PROVISIONS OF THIS SUBTITLE DO NOT
PRECLUDE A PARTNERSHIP FROM BEING CONVERTED OR MERGED BY AGREEMENT
OR BY OPERATION OF LAW.

9-902. APPROVAL OF MERGER.

(A)     THE PROPOSED MERGER SHALL BE APPROVED IN THE MANNER
PROVIDED BY THIS SECTION.

(B)     A CORPORATION SHALL APPROVE THE MERGER UNDER THE PROVISIONS
OF § 3-105 OF THIS ARTICLE.

(C)     A BUSINESS TRUST SHALL APPROVE THE MERGER UNDER THE
PROVISIONS OF § 8-501.1 OF THIS ARTICLE.

(D)     A LIMITED PARTNERSHIP SHALL APPROVE THE MERGER UNDER THE
PROVISIONS OF § 10-208 OF THIS ARTICLE.

(E)     A LIMITED LIABILITY COMPANY SHALL APPROVE THE MERGER UNDER
THE PROVISIONS OF § 4A-702 OF THIS ARTICLE.

(F)     A PARTNERSHIP SHALL APPROVE THE MERGER BY ALL OF ITS PARTNERS,
OR A LESSER NUMBER OR PERCENTAGE SPECIFIED FOR MERGER IN ITS
PARTNERSHIP AGREEMENT.

(G)     A FOREIGN PARTNERSHIP PARTY TO THE MERGER SHALL HAVE THE
MERGER APPROVED IN THE MANNER AND BY THE VOTE REQUIRED BY THE LAWS
OF THE PLACE WHERE IT IS ORGANIZED.

9-903. EXECUTION AND FILING OF ARTICLES OF MERGER.
ARTICLES OF MERGER SHALL:

(1)      CONTAIN THE PROVISIONS REQUIRED BY § 3-109 OF THIS ARTICLE
AND OTHER PROVISIONS PERMITTED BY THAT SECTION;

(2)      BE EXECUTED:

(I)      IN THE CASE OF A PARTNERSHIP, BY ANY PARTNER
AUTHORIZED BY THE PARTNERSHIP TO DO SO;

(II)     IN THE CASE OF A LIMITED LIABILITY COMPANY, IN THE
MANNER REQUIRED BY § 4A-206 OF THIS ARTICLE;

(III)   IN THE CASE OF A CORPORATION OR BUSINESS TRUST, IN THE
MANNER REQUIRED BY TITLE 1 OF THIS ARTICLE; AND

(IV)    IN THE CASE OF A LIMITED PARTNERSHIP, IN THE MANNER
REQUIRED BY TITLE 10 OF THIS ARTICLE; AND

(3)      BE FILED FOR RECORD WITH THE DEPARTMENT.

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