§ 3-113

Maryland § 3-113

• Jurisdiction: Maryland
• Article gca: Corporations and Associations
• Title: 3

Text

(a) If the successor in a consolidation or merger or the corporation the stock of which is to be acquired in a share exchange is a Maryland corporation, a consolidation, merger, or share exchange is effective as of the later of:

(1) The time the Department accepts the articles of consolidation, merger, or share exchange for record; or

(2) The time established under the articles, not to exceed 30 days after the articles are accepted for record.

(b) (1) If the successor in a consolidation or merger is a foreign corporation, a foreign business trust, a foreign limited partnership, a foreign limited liability company, or a foreign partnership, the consolidation or merger is effective as of the later of:

(i) The time specified by the law of the place where the successor is organized; or

(ii) The time the Department accepts the articles of consolidation or merger for record.

(2) A successor in a consolidation or merger shall file for record with the Department a certificate from the place where it is organized which certifies the date the articles of consolidation or merger were filed. However, the failure to file this certificate does not invalidate the consolidation or merger.