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Ch. 550
LAWS OF MARYLAND
[(5)] (6) The manner and basis of converting or
exchanging issued stock of the merging corporations, OUTSTANDING
PARTNERSHIP INTEREST OF THE MERGING LIMITED PARTNERSHIP, or
shares of beneficial interest of the merging business trusts into
different stock of a corporation, PARTNERSHIP INTEREST OF A
LIMITED PARTNERSHIP, shares of beneficial interest of a business
trust, or other consideration, and the treatment of any issued
stock of the merging corporations, PARTNERSHIP INTEREST OF THE
MERGING LIMITED PARTNERSHIPS, or shares of beneficial interest of
the merging business trusts not to be converted or exchanged.
3-111.
(b) In addition to any other provision of law with respect
to recording, the Department shall send one of the certificates
to the clerk of the court of each county in this State, except a
county where the articles will be recorded, where:
(1) The principal office of a merging corporation,
LIMITED PARTNERSHIP, or business trust, a consolidating or
transferor corporation, or a corporation the stock of which is
being acquired in a share exchange is located; and
(2) The articles show that a merging corporation,
LIMITED PARTNERSHIP, or business trust other than the successor,
a consolidating corporation, or a transferor corporation owns an
interest in land.
3-112.
(a) In order to keep the land assessment records current in
each county, the Department shall require a corporation, LIMITED
PARTNERSHIP, or business trust to submit with the articles a
property certificate for each county where a merging corporation,
LIMITED PARTNERSHIP, or business trust other than the successor,
a consolidating corporation, or a transferor corporation owns an
interest in land.
(b) A property certificate is not required with respect to
any property in which the only interest owned by the merging
corporation, LIMITED PARTNERSHIP, or business trust or by the
consolidating or transferor corporation is a security interest.
3-114.
(a) Consummation of a consolidation or merger has the
effects provided in this section.
(b) The separate existence of each corporation, LIMITED
PARTNERSHIP, or business trust party to the articles, except the
successor, ceases.
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