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Ch. 570
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2002 LAWS OF MARYLAND
CHAPTER 570
(House Bill 1357)
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AN ACT concerning
Limited Liability Companies - Mergers
FOR the purpose of authorizing a domestic limited liability company to merge into
one or more foreign limited liability companies; authorizing one or more foreign
limited liability companies to merge into a domestic limited liability company;
requiring a domestic limited liability company to approve a merger in a certain
manner and by a certain vote under certain circumstances; making certain
stylistic changes; and generally relating to mergers of limited liability
companies.
BY repealing and reenacting, with amendments,
Article - Corporations and Associations
Section 4A-701 and 4A-702(f)
Annotated Code of Maryland
(1909 Replacement Volume and 2001 Supplement)
SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF
MARYLAND, That the Laws of Maryland read as follows:
Article - Corporations and Associations
4A-701.
(a) Unless the operating agreement provides otherwise, a domestic limited
liability company may merge into [1] ONE or more:
(1) [Limited] DOMESTIC LIMITED liability companies;
(2) FOREIGN LIMITED LIABILITY COMPANIES;
[(2)] (3) Partnerships;
[(3)] (4) Limited partnerships;
[(4)] (5) Corporations having capital stock; or
[(5)] (6) Business trusts having transferable units of beneficial interest.
(b) One or more DOMESTIC limited liability companies, FOREIGN LIMITED
LIABILITY COMPANIES, partnerships, limited partnerships, corporations having
capital stock, or business trusts having transferable units of beneficial interest may
merge into a domestic limited liability company.
4A-702.
(f) [A] UNLESS OTHERWISE PROVIDED IN THE OPERATING AGREEMENT, A
DOMESTIC limited liability company shall approve the merger [by the unanimous
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- 4224 -
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