§ 3-101 Definitions
§ 3-102 General rule
§ 3-103 Consideration for stock or assets
§ 3-104 Transfers in ordinary course of business; mortgages; share exchanges by voluntary action or agreement
§ 3-105 Procedure
§ 3-106 Procedure for merger of subsidiary corporation if charter of parent not amended
§ 3-106.1 Procedure for merger preceded by tender or exchange offer by acquiring entity
§ 3-106.2 Formation of holding company by merger
§ 3-107 Filing of articles
§ 3-108 Abandonment of proposed consolidation, merger, or share exchange
§ 3-109 Contents of articles of consolidation, merger, or share exchange
§ 3-110 Execution of articles
§ 3-111 Action by Department
§ 3-112 Property certificate for assessment records
§ 3-113 Time consolidation, merger, or share exchange effective
§ 3-114 Effect of consolidation or merger
§ 3-114.1 Effect of share exchange
§ 3-115 Effect of transfer of assets
§ 3-116 Waiver of exemptions
§ 3-117 Consolidations and mergers of foreign corporations

Terms Used In Maryland Code > CORPORATIONS AND ASSOCIATIONS > Title 3 > Subtitle 1 - Consolidation, Merger, and Transfer of Assets

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • de novo: means judicial review based on an administrative record and any additional evidence that would be authorized by § 10-222(f) and (g) of the State Government Article. See
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Dependent: A person dependent for support upon another.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Executive session: A portion of the Senate's daily session in which it considers executive business.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Testimony: Evidence presented orally by witnesses during trials or before grand juries.