§ 8-501.1. Merger, generally
West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2017
Effective: October 1, 2017
MD Code, Corporations and Associations, § 8-501.1
§ 8-501.1. Merger, generally
(b) Unless the declaration of trust provides otherwise, a Maryland real estate investment trust may merge into a Maryland or foreign business trust, into a Maryland or foreign corporation having capital stock, into a domestic or foreign partnership, or into a domestic or foreign limited partnership or limited liability company; or one or more such business trusts, such corporations, domestic or foreign partnerships, domestic or foreign limited partnerships, or limited liability companies may merge into it.
(c) A merger shall be approved in the manner provided by this section, except that:
(1) A foreign business trust, a Maryland business trust, other than a Maryland real estate investment trust, a corporation, a domestic or foreign partnership, or a domestic or foreign limited partnership party to the merger shall have the merger advised, authorized, and approved in the manner and by the vote required by its declaration of trust, governing instrument, charter, or partnership agreement and the laws of the place where it is organized;
(3) A merger need be approved by a Maryland real estate investment trust successor only by a majority of its entire board of trustees if the merger does not reclassify or change the terms of any class or series of its shares that are outstanding immediately before the merger becomes effective or otherwise amend its declaration of trust and the number of shares of such class or series outstanding immediately after the effective time of the merger does not increase by more than 20 percent of the number of its shares of the class or series of shares outstanding immediately before the merger becomes effective;
(6) A merger of a parent real estate investment trust with or into a single direct or indirect wholly owned subsidiary real estate investment trust may be approved in the manner provided in § 3-106.2 of this article, provided the merger otherwise conforms to the requirements under § 3-106.2 of this article.
(d) The board of trustees of each Maryland real estate investment trust proposing to merge shall:
(e) Notice which states that a purpose of a meeting will be to act upon the proposed merger shall be given by each Maryland real estate investment trust in the manner provided for corporations by Title 2 of this article to:
(f) An agreement of merger may require that the proposed transaction shall be submitted to the shareholders, even if the board of trustees determines at any time after having declared the advisability of the proposed transaction that the proposed transaction is no longer advisable and either makes no recommendation to the shareholders or recommends that the shareholders reject the proposed transaction.
(g) Except as provided in § 8-202(c) of this title, the proposed merger shall be approved by the shareholders of each Maryland real estate investment trust by the affirmative vote of two thirds of all the votes entitled to be cast on the matter.
(h) Articles of merger containing provisions required by § 3-109 of this article and such other provisions as may be permitted by that section shall be:
(i)(1) A proposed merger may be abandoned before the effective date of the articles:
(j) Each shareholder of a Maryland real estate investment trust objecting to a merger of the Maryland real estate investment trust shall have the same rights as an objecting stockholder of a Maryland corporation under Title 3, Subtitle 2 of this article and under the same procedures.
(k)(1) The Department shall prepare certificates of merger that specify:
(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.
(l)(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.
(m) If the successor in a merger is a Maryland real estate investment trust, a merger is effective as of the later of:
(n)(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:
(6)(i) The successor is liable for all the debts and obligations of each nonsurviving party to the articles. An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles may be prosecuted to judgment as if the merger had not taken place, or, on motion of the successor or any party, the successor may be substituted as a party and the judgment against the nonsurviving party to the articles constitutes a lien on the property of the successor.
Credits
Added by Acts 1978, c. 255. Amended by Acts 1985, c. 10, § 3; Acts 1988, c. 550; Acts 1992, c. 536; Acts 1993, c. 265; Acts 1995, c. 564, § 1, eff. Oct. 1, 1995; Acts 1997, c. 14, § 1, eff. April 8, 1997; Acts 1997, c. 717, § 1, eff. Oct. 1, 1997; Acts 1997, c. 654, § 2, eff. July 1, 1998; Acts 1999, c. 395, § 1, eff. Oct. 1, 1999; Acts 1999, c. 459, § 1, eff. Oct. 1, 1999; Acts 2010, c. 611, § 2, eff. June 1, 2010; Acts 2014, c. 550, § 1, eff. Oct. 1, 2014; Acts 2014, c. 551, § 1, eff. Oct. 1, 2014; Acts 2017, c. 358, § 1, eff. Oct. 1, 2017; Acts 2017, c. 359, § 1, eff. Oct. 1, 2017.
MD Code, Corporations and Associations, § 8-501.1, MD CORP & ASSNS § 8-501.1
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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