Home Table of Contents

§ 3-115. Effects of assets transfer

West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2018

West's Annotated Code of Maryland
Corporations and Associations
Title 3. Corporations in General--Extraordinary Actions (Refs & Annos)
Subtitle 1. Consolidation, Merger, and Transfer of Assets
Effective: October 1, 2018
MD Code, Corporations and Associations, § 3-115
§ 3-115. Effects of assets transfer
Currentness
In general
(a) Consummation of a transfer of assets has the effects provided in this section.
Transfer of property, rights, privileges, and franchises
(b)(1) The assets of the transferor, including any legacies which it would have been capable of taking, transfer to, vest in, and devolve on the successor to the extent provided in an agreement between the transferor and the successor.
(2) Deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferor:
(i) By its current officers; or
(ii) If the corporation no longer exists, by its last acting officers.
Successor liable for debts and obligations
(c)(1) The successor is liable for all the debts and obligations of the transferor to the extent provided in an agreement between the transferor and the successor.
(2) A transfer of assets does not impair the rights of a creditor, including rights under the Commercial Law Article.
Failure to file articles of transfer
(d) A transfer of assets by a corporation occurring before October 1, 2018, is not invalid solely because of a failure to file articles of transfer with the Department.

Credits

Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 2018, c. 720, § 1, eff. Oct. 1, 2018.
Formerly Art. 23, § 72.
MD Code, Corporations and Associations, § 3-115, MD CORP & ASSNS § 3-115
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.
End of Document