§ 3-102. General rule  


Latest version.



  •    (a) Enumeration of powers. -- A Maryland corporation having capital stock may:

       (1) Consolidate with one or more other Maryland or foreign corporations having capital stock to form a new consolidated corporation;

       (2) Merge into another Maryland or foreign corporation having capital stock, or have one or more such corporations merged into it;

       (3) Merge into a domestic or foreign business trust having transferable units of beneficial interest, or have one or more such business trusts merge into it;

       (4) Merge into a domestic or foreign limited partnership, or have one or more domestic or foreign limited partnerships merged into it;

       (5) Merge into a domestic or foreign limited liability company, or have one or more domestic or foreign limited liability companies merged into it;

       (6) Merge into a domestic or foreign partnership, or have one or more domestic or foreign partnerships merged into it;

       (7) Participate in a share exchange either:

          (i) As the successor; or

          (ii) As the corporation the stock of which is to be acquired; or

       (8) Transfer its assets.

    (b) Limitation of power. -- The provisions of this subtitle do not repeal, modify, or affect in any way a restriction or limitation:

       (1) Imposed on a corporation by State or other applicable law or by a charter provision which applies to a consolidation, merger share exchange, or transfer of assets; or

       (2) Contained in a franchise granted by the State or any of its political subdivisions which applies to a transfer or assignment of the franchise.


HISTORY: An. Code 1957, art. 23, § 65; 1975, ch. 311, § 2; 1976, ch. 567, § 2; 1978, ch. 255; 1988, ch. 550; 1992, ch. 536; 1997, ch. 654, § 2; 1999, ch. 34, § 8; 2010, ch. 611, § 2.