§ 13-101

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§13–101.

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

(b)“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” 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)“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.

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

(v)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(l) of this article.

(f)“Subsidiary corporation” includes any corporation that is a subsidiary of either a parent corporation or any other subsidiary corporation of the parent corporation.

(g)“Successor” has the meaning stated in § 1–101(dd) of the Corporations and Associations Article.