(a) Consummation of a transfer of assets has the effects provided in this section.
(b) (1) The assets of the transferor, including any legacies which it would have been capable of taking, transfer to, vest in, and devolve on the successor to the extent provided in an agreement between the transferor and the successor.
(2) Deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferor:
(i) By its current officers; or
(ii) If the corporation no longer exists, by its last acting officers.
(c) (1) The successor is liable for all the debts and obligations of the transferor to the extent provided in an agreement between the transferor and the successor.
(2) A transfer of assets does not impair the rights of a creditor, including rights under the Commercial Law Article.
(d) A transfer of assets by a corporation occurring before October 1, 2018, is not invalid solely because of a failure to file articles of transfer with the Department.
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