§ 3-106. Merger of subsidiary into parent corporation
West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2019
Effective: October 1, 2019
MD Code, Corporations and Associations, § 3-106
§ 3-106. Merger of subsidiary into parent corporation
(a) Notwithstanding the provisions of § 3-105 of this subtitle, the merger of a 90 percent or more owned subsidiary corporation with or into its parent corporation may be effected as provided in this section if:
(b) For the purposes of this section, a subsidiary is considered to be 90 percent or more owned if the parent corporation owns shares entitled to cast 90 percent or more of all the votes entitled to be cast of each group or class of shares entitled to vote as a group or class on the merger.
(c)(1) The board of directors of each Maryland corporation proposing to become a party to the merger shall adopt a resolution which approves the proposed merger on substantially the terms and conditions set forth or referred to in the resolution. The approval shall be by a majority vote of the entire board of directors. A meeting of the stockholders is not necessary.
(d)(1) Unless waived by all stockholders who, except for the application of this section, would be entitled to vote on the merger, at least 20 business days before the articles are filed with the Department a parent corporation which owns less than all of the outstanding stock of the subsidiary as of immediately before the effective time of the merger must have given notice of the transaction to each of the subsidiary's stockholders of record who, except for the application of this section, would be entitled to vote on the merger on the date of giving of the notice or on a record date fixed for that purpose which is not more than 10 days before the date of giving notice.
Credits
Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1976, c. 567, § 2; Acts 1999, c. 395, § 1, eff. Oct. 1, 1999; Acts 2000, c. 642, § 1, eff. June 1, 2000; Acts 2003, c. 301, § 1, eff. June 1, 2003; Acts 2019, c. 289, § 2, eff. Oct. 1, 2019.
Formerly Art. 23, § 67.
MD Code, Corporations and Associations, § 3-106, MD CORP & ASSNS § 3-106
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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