Section 3-113 - Time consolidation, merger, share exchange, or transfer effective.
§ 3-113. Time consolidation, merger, share exchange, or transfer effective.
(a) Maryland successor, transferor, or corporation having stock acquired.- If the successor in a consolidation or merger, or the transferor in a transfer of assets, or the corporation the stock of which is to be acquired in a share exchange is a Maryland corporation, a consolidation, merger, share exchange, or transfer of assets is effective as of the later of:
(1) The time the Department accepts the articles of consolidation, merger, share exchange, or transfer for record; or
(2) The time established under the articles, not to exceed 30 days after the articles are accepted for record.
(b) Foreign successor.-
(1) If the successor in a consolidation or merger is a foreign corporation or a foreign business trust, 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.
[An. Code 1957, art. 23, § 66; 1975, ch. 311, § 2; 1976, ch. 567, § 2; 1978, ch. 255.]