Section 13-404 - County transfer tax on corporate, limited liability company, or partnership transfers, consolidations or mergers.
§ 13-404. County transfer tax on corporate, limited liability company, or partnership transfers, consolidations or mergers.
(a) Imposition of county tax.- Except as provided under subsection (b) of this section, the Department shall collect county transfer tax at the rate set by each county for articles of transfer, articles of consolidation, or articles of merger filed with the Department as required by § 3-107, § 4A-703, § 9A-903, or § 10-208 of the Corporations and Associations Article, or other document filed with the clerk of the circuit court of a county or the Department which evidences a merger or consolidation of foreign corporations, foreign limited liability companies, foreign partnerships, or foreign limited partnerships.
(b) Exemptions from tax.-
(1) Articles of transfer are not subject to county transfer tax if the articles of transfer are for:
(i) a transfer of real property between a parent corporation and its subsidiary corporation or between 2 or more subsidiary corporations wholly owned by the same parent corporation if the parent corporation is an original stockholder of the subsidiary or subsidiaries, or became a stockholder through gift or bequest from an original stockholder of the corporation for:
1. no consideration;
2. nominal consideration; or
3. consideration that comprises only the issuance, cancellation, or surrender of a subsidiary's stock;
(ii) a transfer of real property made pursuant to a reorganization described in § 368(a) of the Internal Revenue Code; or
(iii) a transfer of title to real property from a subsidiary corporation to its parent for no consideration, nominal consideration or consideration that comprises only the issuance, cancellation, or surrender of a subsidiary's stock, where the parent corporation:
1. previously owned the real property;
2. owns the stock of the subsidiary and has owned that stock for a period greater than 18 months; or
3. acquires the stock of a subsidiary corporation which has been in existence and has owned the real property for a period of 2 years.
(2) Articles of merger or other document which evidences a merger of foreign corporations are not subject to county transfer tax if the articles of merger or other document which evidences a merger of foreign corporations are for a transfer of real property from:
(i) a parent corporation to its subsidiary corporation;
(ii) a subsidiary corporation to its parent corporation where the parent corporation:
1. previously owned the real property;
2. owns the stock of the subsidiary and has owned that stock for a period greater than 18 months; or
3. acquires the stock of a subsidiary corporation which has been in existence and has owned the real property for a period of 2 years;
(iii) a corporation merging out of existence to its successor corporation where recordation tax and, if then required to have been paid, transfer tax were paid when the corporation merging out of existence acquired title to the real property; or
(iv) a corporation merging out of existence pursuant to reorganizations described in § 368(a) of the Internal Revenue Code.
(3) Articles of consolidation or other document which evidences a consolidation of foreign corporations are not subject to county transfer tax if the articles of consolidation or other document which evidences a consolidation of foreign corporations are for a transfer of real property from a consolidating corporation to its successor where recordation tax and, if then required to have been paid, transfer tax were paid when the corporation consolidating acquired title to the real property.
(c) Certification of tax rates.- A county that imposes a county transfer tax shall certify annually to the Department:
(1) the rate of the tax;
(2) the applicability of the county transfer tax; and
(3) the legal authority for the county transfer tax.
(d) Distribution of tax.-
(1) The Department shall:
(i) collect any county transfer tax imposed under subsection (a) of this section; and
(ii) promptly remit the county transfer tax collected together with copies of supporting documents to the Comptroller.
(2) From the revenue received, the Comptroller shall:
(i) deduct the cost to the Department of collecting county transfer tax under this section; and
(ii) distribute the remainder of the revenue to the county in which the property that is transferred is located.
(e) Effect of tax.-
(1) Articles of transfer, articles of merger, articles of consolidation or other document which evidences a merger or consolidation of foreign corporations or foreign limited liability companies or foreign partnerships that are subject to county transfer tax under this section also may be taxable under § 13-202 or § 13-302 of this title or § 12-102 of this article.
(2) Before a transfer of title may be made under articles of transfer, articles of merger, articles of consolidation, or other document which evidences a merger or consolidation of foreign corporations or foreign limited liability companies or foreign partnerships for any property for which a property certificate is required under § 3-112 or § 4A-708 of the Corporations and Associations Article, all recordation and transfer taxes shall be paid.
[An. Code 1957, art. 81, § 277A; 1985, ch. 8, § 2; ch. 157, § 2; 1986, ch. 686; 1987, ch. 11, § 1; 1988, ch. 550; 1992, ch. 536; 1995, ch. 3, § 1; ch. 71; 1997, ch. 654, § 2; 1998, ch. 21, §§ 1, 5; ch. 743, § 3.]