(a) If the successor in a consolidation or merger or the corporation the stock of which is to be acquired in a share exchange is a Maryland corporation, a consolidation, merger, or share exchange is effective as of the later of:
(1) The time the Department accepts the articles of consolidation, merger, or share exchange for record; or
(2) The time established under the articles, not to exceed 30 days after the articles are accepted for record.
(b) (1) If the successor in a consolidation or merger is a foreign corporation, a foreign business trust, a foreign limited partnership, a foreign limited liability company, or a foreign partnership, 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.
Structure Maryland Statutes
Title 3 - Corporations in General -- Extraordinary Actions
Subtitle 1 - Consolidation, Merger, and Transfer of Assets
Section 3-103 - Consideration for Stock or Assets
Section 3-106 - Procedure for Merger of Subsidiary Corporation if Charter of Parent Not Amended
Section 3-106.1 - Procedure for Merger Preceded by Tender or Exchange Offer by Acquiring Entity
Section 3-106.2 - Formation of Holding Company by Merger
Section 3-107 - Filing of Articles
Section 3-108 - Abandonment of Proposed Consolidation, Merger, or Share Exchange
Section 3-109 - Contents of Articles of Consolidation, Merger, or Share Exchange
Section 3-110 - Execution of Articles
Section 3-111 - Action by Department
Section 3-112 - Property Certificate for Assessment Records
Section 3-113 - Time Consolidation, Merger, or Share Exchange Effective
Section 3-114 - Effect of Consolidation or Merger
Section 3-114.1 - Effect of Share Exchange
Section 3-115 - Effect of Transfer of Assets
Section 3-116 - Waiver of Exemptions
Section 3-117 - Consolidations and Mergers of Foreign Corporations