§ 13-101. Definitions  


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  •    (a) In general. -- In this title the following words have the meanings indicated.

    (b) Articles of consolidation. -- "Articles of consolidation" means a document filed with the Department under § 3-107 of the Corporations and Associations Article which evidences a consolidation of at least one Maryland corporation with another corporation to form a new Maryland corporation.

    (c) Articles of merger. -- "Articles of merger" means a document filed with the Department under § 3-107, § 4A-703, § 9A-903, or § 10-208 of the Corporations and Associations Article which evidences a merger involving at least one Maryland corporation, Maryland limited liability company, Maryland partnership, or Maryland limited partnership.

    (d) Articles of transfer. -- "Articles of transfer" has the meaning stated in § 1-101(c) of the Corporations and Associations Article.

    (e) Documents which evidence the merger or consolidation of foreign corporations, foreign partnerships, foreign limited liability companies, or foreign limited partnerships. -- "Documents which evidence the merger or consolidation of foreign corporations, foreign partnerships, foreign limited liability companies, or foreign limited partnerships" means those documents that are filed or recorded with:

       (1) the Department under § 3-117, § 4A-1012, § 9A-910, or § 10-912 of the Corporations and Associations Article; or

       (2) the clerk of the circuit court of a county evidencing that title to real property has been conveyed through a merger or consolidation of 2 or more foreign corporations, foreign partnerships, foreign limited liability companies, or foreign limited partnerships.

    (f) Instrument of writing. --

       (1) "Instrument of writing" means a written instrument that conveys title to, or a leasehold interest in, real property.

       (2) "Instrument of writing" includes:

          (i) a deed or contract;

          (ii) a lease;

          (iii) an assignment of a lessee's interest;

          (iv) articles of transfer;

          (v) articles of merger or other document which evidences a merger of foreign corporations, foreign limited liability companies, foreign partnerships, or foreign limited partnerships; and

          (vi) articles of consolidation or other document which evidences a consolidation of foreign corporations.

       (3) "Instrument of writing" does not include:

          (i) a mortgage, deed of trust, or other contract that creates an encumbrance on real property; or

          (ii) a security agreement, as defined in § 12-101(h) of this article.

    (g) Subsidiary corporation. -- "Subsidiary corporation" includes any corporation that is a subsidiary of either a parent corporation or any other subsidiary corporation of the parent corporation.

    (h) Successor. -- "Successor" has the meaning stated in § 1-101(bb) of the Corporations and Associations Article.


HISTORY: An. Code 1957, art. 81, § 278A; 1985, ch. 8, § 2; 1986, ch. 686; 1988, ch. 550; 1992, ch. 536; 1997, ch. 654, § 2; 1998, ch. 21, § 1, 5; ch. 743, § 3; 2007, ch. 5, § 7; 2010, ch. 72, § 5; 2013, ch. 43, § 5.