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Session Laws, 1999
Volume 796, Page 2842   View pdf image
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12-604.

ARTICLES OF MERGER OR CONSOLIDATION SHALL:

(1) BE EXECUTED FOR EACH PARTY TO THE ARTICLES IN THE MANNER
REQUIRED BY TITLE 1 OF THIS ARTICLE;

(2) BE FILED FOR THE RECORD WITH THE DEPARTMENT; AND

(3) INCLUDE THE. PROVISIONS REQUIRED UNDER § 12-605 OF THIS

SUBTITLE.
12-605.

ARTICLES OF MERGER OR CONSOLIDATION SHALL STATE:

(1) THE NAME AND JURISDICTION OF FORMATION OR ORGANIZATION OF
EACH OF THE BUSINESS TRUSTS OR OTHER BUSINESS ENTITIES WHICH IS TO MERGE
OR CONSOLIDATE AND AS TO EACH FOREIGN ENTITY, THE DATE OF ITS FORMATION,
AND WHETHER IT IS REGISTERED OR QUALIFIED TO DO BUSINESS IN THE STATE;

(2) EACH COUNTY IN THE STATE WHERE EACH ENTITY PARTY TO THE
ARTICLES OF MERGER HAS ITS PRINCIPAL OFFICE AND ANY OF THE PARTIES OTHER
THAN THE SUCCESSOR OWNS AN INTEREST IN LAND;

(3) IF THE SURVIVING OR RESULTING ENTITY SUCCESSOR IS A FOREIGN
BUSINESS TRUST OR OTHER BUSINESS ENTITY, THE LOCATION OF ITS PRINCIPAL
OFFICE IN THE JURISDICTION IN WHICH IT IS ORGANIZED AND THE NAME AND
ADDRESS OF ITS RESIDENT AGENT IN THE STATE;

(4) THAT AN AGREEMENT OF MERGER OR CONSOLIDATION HAS BEEN
APPROVED AND EXECUTED BY EACH OF THE BUSINESS TRUSTS OR OTHER BUSINESS
ENTITIES WHICH IS TO MERGE OR CONSOLIDATE IN THIS MANNER REQUIRED BY ITS
GOVERNING INSTRUMENT OR CHARTER CERTIFICATE OF TRUST AND BY THE LAWS
OF THE PLACE WHERE IT IS ORGANIZED;

(5) THE NAME OF THE SURVIVING OR RESULTING BUSINESS SUCCESSOR
TRUST OR OTHER BUSINESS ENTITY;

(6) ANY AMENDMENT TO THE CHARTER, CERTIFICATE OF LIMITED
PARTNERSHIP, ARTICLES OF ORGANIZATION OF A LIMITED LIABILITY COMPANY, OR
GOVERNING INSTRUMENT OF THE SUCCESSOR TO BE EFFECTED AS PART OF THE
MERGER OR CONSOLIDATION;

(7) AS TO EACH CORPORATION PARTY TO THE ARTICLES:

(I) THE TOTAL NUMBER OF SHARES OF STOCK OF ALL CLASSES
WHICH THE CORPORATION HAS AUTHORITY TO ISSUE;

(II) THE NUMBER OF SHARES OF STOCK OF EACH CLASS;

(III) THE PAR VALUE OF THE SHARES OF STOCK OF EACH CLASS OR
A STATEMENT THAT THE SHARES ARE WITHOUT PAR VALUE; AND

 

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Session Laws, 1999
Volume 796, Page 2842   View pdf image
 Jump to  
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