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§ 10-912. Law governing merger

West's Annotated Code of MarylandCorporations and Associations

West's Annotated Code of Maryland
Corporations and Associations
Title 10. Limited Partnership Act (Refs & Annos)
Subtitle 9. Foreign Limited Partnerships
MD Code, Corporations and Associations, § 10-912
§ 10-912. Law governing merger
Laws governing successor
(a) If a foreign limited partnership that owns property, rights, privileges, franchises, or other assets located in this State is a party to a merger in which a foreign corporation, foreign partnership, foreign limited liability company, or another foreign limited partnership is the successor, the transfer to, vesting in, or devolution on the successor of the property, rights, privileges, franchises, or other assets of the nonsurviving foreign limited partnership is effective as provided by the laws of the place that governs the merger.
Filing requirements
(b) The successor shall file with the Department:
(1) A property certificate under § 3-112 of this article or § 10-208(h) of this title, or both; and
(2) A certificate that specifies:
(i) Each county in the State where a foreign limited partnership party to the merger, except the successor, owned an interest in land;
(ii) The name of each party to the merger;
(iii) The place under the laws of which each party was organized;
(iv) The name of the successor; and
(v) If the successor is a foreign limited partnership, or foreign partnership, the name and business, residence, or mailing address of each of the general partners of the successor.
(3) The certificate shall be executed:
(i) In the case of a partnership, in the manner required in § 9A-903 of this article;
(ii) In the case of a limited partnership, by all of the general partners;
(iii) In the case of a limited liability company in the manner required in § 4A-206 of this article; and
(iv) In the case of a corporation or business trust, in the manner required by Title 1 of this article.
Certified copy
(c) If a copy of the document effecting the merger has not been filed with the Department as provided in this title, the successor shall file with the Department an officially certified copy of that document.
Certificate of merger
(d) When the Department receives the articles and any certificate of the successor, it shall prepare and file certificates of merger in the manner provided for Maryland limited partnerships. However, the certificate of merger need not state the principal office in the State of any successor that does not have a principal office, and the certificate shall include the other information specified in the certificate filed by the successor.

Credits

Added by Acts 1988, c. 550.. Amended by Acts 1997, c. 654, § 2, eff. July 1, 1998; Acts 2000, c. 61, § 1, eff. April 25, 2000.
MD Code, Corporations and Associations, § 10-912, MD CORP & ASSNS § 10-912
Current through legislation effective through April 25, 2024, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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