§ 9A-901. Merger in general  


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  •    (a) Entities generally. -- Unless the partnership agreement provides otherwise, a partnership may be a party to a statutory merger pursuant to this subtitle and may merge into one or more:

       (1) Partnerships;

       (2) Limited liability companies;

       (3) Limited partnerships;

       (4) Corporations having capital stock; or

       (5) Business trusts having transferable units of beneficial interest.

    (b) Entities having transferable capital stock or transferable interest. -- One or more partnerships, limited liability companies, limited partnerships, corporations having capital stock, or business trusts having transferable units of beneficial interest may merge into a partnership.

    (c) Filings required. -- Before a partnership may be a party to a statutory merger pursuant to this subtitle, such partnership must have on file with the Department either (1) a statement of authority filed pursuant to § 9A-303 of this title or (2) a certificate of limited liability partnership filed pursuant to § 9A-1001 of this title.

    (d) Merger by agreement or operation of law. -- The statutory merger provisions of this subtitle do not preclude a partnership from being converted or merged by agreement or by operation of law.


HISTORY: 1997, ch. 654, § 2; 1998, ch. 743, § 1, 3.