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Eric Geringswald
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Eric Geringswald Posted on : Insider Community

MD corporations no longer required to file articles of transfer for asset sales

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Maryland’s General Assembly passed four bills affecting the Maryland General Corporation Law during its 2018 legislative session. The bills repealed the requirement for a $5.00 processing fee for a return of an original document; limited Maryland corporations to a single resident agent; clarified conversion laws with regard to nonstock corporations; and repealed the provision requiring articles of transfer for asset sales.

Of these, the most significant change was the elimination of articles of transfer. Maryland corporations are no longer required to file articles of transfer when selling all or most of their assets. Before the change, Maryland corporations were required to get stockholder approval and file articles of transfer with the state’s Department of Assessment and Taxation before selling off assets. With the repeal of the provision, the buyer and seller can govern the sale of assets with an agreement, rather than filing articles of transfer. While stockholders must still approve the sale of a corporation’s assets, the change eliminates the need for most multiple stockholder approvals. The change also provides that transfers of assets occurring before October 1, 2018 are not invalid because articles of transfer were not filed.

These changes to Maryland business law are captured in the 2018 Edition of Maryland & DC Laws Governing Business Entities Annotated. This resource contains up-to-date annotated business entity legislation for both Maryland and the District of Columbia, as well as other valuable features that make legal research faster and more efficient.

The 2018 Edition includes the latest amendments to the Maryland General Corporation Law, as well as the District of Columbia Business Corporation Act. In addition, the latest case notes have been added from decisions of Maryland and D.C. courts, and from federal courts sitting in those jurisdictions.

Also included are in-depth analyses of the 2018 legislative and judicial developments in the Maryland General Corporation Law and Maryland REIT Law, prepared by James J. Hanks, Jr., a partner at Venable LLP.

The companion CD-ROM contains over 100 forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all business entity types in Maryland and the District of Columbia. A listing of the forms and contact information for the jurisdictions can be found in the book’s appendix.

Fee tables for both jurisdictions have been added to this 2018 edition to help readers quickly determine required filing fees.