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§ 4A-704. Conditions of abandonment

West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2012

West's Annotated Code of Maryland
Corporations and Associations
Title 4a. Limited Liability Company Act (Refs & Annos)
Subtitle 7. Merger
Effective: October 1, 2012
MD Code, Corporations and Associations, § 4A-704
§ 4A-704. Conditions of abandonment
Currentness
Requirements
(a) Unless the articles of merger preclude the right to abandon the merger, a proposed merger may be abandoned before the effective date of the articles by:
(1) Consent of the members of a limited liability company party to the article required to approve the merger under § 4A-702 of this subtitle, or a lesser vote as may be provided for in the operating agreement of the limited liability company;
(2) A majority of the partners of a partnership;
(3) A majority vote of the general partners and a majority in interest of the limited partners, as defined in § 10-208 of this article, of any limited partnership party to the articles;
(4) A majority vote of the entire board of directors of a corporation party to the articles; and
(5) A majority vote of the entire board of trustees of a business trust party to the articles.
Notice
(b) If the articles of merger have been filed with the Department, notice of the abandonment shall be given promptly to the Department.
Liability; rights on contract
(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, and corporation or business trust party to the proposed articles of merger in connection with the proposed merger.

Credits

Added by Acts 1992, c. 536. Amended by Acts 1997, c. 654, § 2, eff. July 1, 1998; Acts 2012, c. 599, § 1, eff. Oct. 1, 2012; Acts 2012, c. 600, § 1, eff. Oct. 1, 2012.
MD Code, Corporations and Associations, § 4A-704, MD CORP & ASSNS § 4A-704
Current through legislation effective through April 9, 2023, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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