Maryland Corporation Merger Agreement and Approval Packet

MARYLAND CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two Maryland domestic capital-stock corporations under Md. Code Ann., Corps. & Ass'ns § 3-102(a)(2), in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for a consolidation, share exchange, 90%-owned parent-subsidiary merger under § 3-106, tender-offer merger under § 3-106.1, holding-company merger under § 3-106.2, foreign or nonstock constituent, business trust, partnership, limited partnership, limited liability company, conversion, regulated entity, insolvent entity, or contested-control transaction.

Four records remain separate. Keep separate: (1) the negotiated Transaction Agreement; (2) the statutory merger terms prepared for the Articles of Merger; (3) each board and stockholder approval record; and (4) the executed and filed Articles of Merger. Maryland's current official filing FAQ states that SDAT does not supply a merger form. Draft the Articles from current § 3-109 rather than treating this commercial agreement as the filing instrument.

Objecting-stockholder rights are transaction-specific. Section 3-202 contains exceptions based on exchange listing, survivor stock, voting and record-date status, charter terms, open-end investment-company status, consideration, and insider treatment. Do not state that every stockholder has appraisal rights or import another state's market-out test.

1. TRANSACTION CLASSIFICATION

Before drafting:

☐ Confirm both constituents are active Maryland domestic capital-stock corporations and reconcile charters, amendments, bylaws, stock ledgers, voting agreements, options, warrants, and board records.

☐ Confirm the transaction belongs under §§ 3-102 and 3-105, not a specialized route excluded above. If a foreign, nonstock, other-entity, short-form, tender-offer, holding-company, regulated, or contested-control fact appears, stop and use the governing statute and filing requirements for that exact transaction.

☐ Inventory securities, liens, debt, contracts, permits, employee plans, litigation, tax accounts, real property, intellectual property, data, and foreign qualifications. Obtain third-party and governmental consents separately.

☐ Run fiduciary-duty, conflicts, antitrust, securities, tax, labor, benefit-plan, privacy, industry, solvency, and change-of-control review. This packet supplies no conclusion on those bodies of law.

2. NEGOTIATED TRANSACTION AGREEMENT

This Transaction Agreement is made as of [DATE] between [TARGET] ("Target") and [MERGER SUB] ("Merger Sub"). Subject to the statutory merger terms and all required approvals, the parties agree as follows.

2.1 Structure and closing

At the statutory effective time, Merger Sub will merge into Target, Merger Sub's separate existence will cease, and Target will survive. Closing will occur at [TIME / PLACE / REMOTE PROCEDURE] after satisfaction or written waiver of the waivable conditions selected in Schedule 5.

The parties will not file Articles of Merger until the approval record in Section 4 is complete. The closing team will retain the Transaction Agreement, statutory merger terms, board and stockholder records, objector materials, executed Articles of Merger, SDAT acceptance evidence, and any land-record certificates.

2.2 Consideration and capitalization

Schedule 2 must state, for every class or series of each constituent, the authorized, issued, treasury, and outstanding shares; treatment of each share; stock, debt, securities, property, money, or other consideration payable under § 3-103; fractional-interest treatment; withholding and exchange mechanics; and treatment of options, warrants, equity awards, and shares owned by either constituent.

If a parent, guarantor, financing source, or third-party issuer supplies consideration or becomes a party, identify it and obtain separate authority, approval, securities, and governing-law analysis. Its appearance does not expand this packet's two-Maryland-corporation scope.

2.3 Representations and disclosure schedules

Each party makes only the representations selected and completed in the disclosure schedules concerning organization, authority, capitalization, financial statements, liabilities, taxes, litigation, contracts, permits, employees and benefits, intellectual property, data, property, compliance, brokers, and absence of conflicts.

State the knowledge standard, materiality standard, disclosure method, bring-down test, survival period, and remedy for every selected representation. No representation is included merely because its topic appears in this checklist.

2.4 Interim covenants

Until closing, Target will operate under the negotiated ordinary-course covenant in Schedule 4. The schedule must identify consent rights, exceptions, information access, confidentiality, financing cooperation, employee communications, regulatory filings, stockholder materials, and any solicitation or fiduciary-out terms.

2.5 Conditions

Closing conditions are limited to those selected in Schedule 5, including statutory approvals, third-party and governmental consents, absence of a prohibitory order, accuracy of specified representations under the chosen standard, covenant performance, and closing deliveries.

Only the protected party may waive a contractual condition. No contractual waiver replaces a required board action, stockholder approval, objector notice or demand procedure, or SDAT filing.

2.6 Termination and statutory abandonment

Schedule 6 must address mutual termination, outside date, uncured material breach, failed approval, prohibitory order, any superior-proposal route, termination fee, expenses, survival, and consequences.

Before the effective date, § 3-108 permits abandonment under the route stated in the Articles. If the Articles authorize one party to abandon, a majority of that party's entire board may act. Unless the Articles provide otherwise, abandonment requires a majority of the entire board of each Maryland party. If the Articles have been filed, give SDAT prompt notice through the party or parties required by § 3-108(b). Contractual rights under this Transaction Agreement remain separately governed.

2.7 Risk allocation

If post-closing recourse is intended, Schedule 7 must identify responsible persons, covered claims, survival periods, baskets, caps, escrow or insurance, claim procedure, third-party-claim control, exclusive-remedy language, and fraud and nonwaivable-law treatment. No indemnity or liability cap applies by default.

2.8 Governing law and forum

Maryland law governs this agreement. Subject to mandatory jurisdiction and venue, the parties select the state and federal courts serving [COUNTY], Maryland. Arbitration is excluded. Any jury waiver applies only to the fullest extent enforceable after Maryland counsel reviews the claims and selected forum.

3. EXHIBIT A — STATUTORY MERGER TERMS FOR ARTICLES OF MERGER

Each board resolution should declare the merger advisable on substantially the terms and conditions set forth or referred to in the resolution. The filed Articles must contain the terms and conditions and manner of carrying the merger into effect required by § 3-109.

STATUTORY MERGER TERMS

1. Agreement to merge. Target and Merger Sub agree that Merger Sub will merge into Target and that Target will be the successor.

2. Names and organization. Target and Merger Sub are Maryland corporations. Their exact names, places of incorporation, principal-office counties, and Target's successor status are stated in the Articles.

3. Terms and manner. The merger will occur on the terms stated in these Statutory Merger Terms and the Transaction Agreement dated [DATE]. The Articles will include every provision necessary to carry the merger into effect.

4. Share conversion. Each issued share of each constituent will remain outstanding, convert, exchange, or cancel exactly as follows:

5. Target charter. Target's charter will: ☐ remain unchanged; ☐ be amended exactly as stated in Attachment A; or ☐ be restated exactly as stated in Attachment A.

6. Capitalization disclosure. For each constituent, Attachment B states the total authorized shares, number of shares of each class or series, par value or no-par status, and aggregate par value where applicable. If the merger changes this information in Target's charter, Attachment B states it both immediately before and as changed by the merger.

7. Certificates, book entries, and fractional interests. [State surrender, exchange, lost-certificate, uncertificated-share, withholding, and fractional-interest procedures.]

8. Abandonment. Before the effective date, the merger may be abandoned only as follows: [SELECT AND COMPLETE THE § 3-108 ROUTE, NOTICE, EXPENSE, AND CONTRACT CONSEQUENCES].

9. Effective time. The merger will become effective: ☐ when SDAT accepts the Articles for record; or ☐ at [DATE AND TIME], not more than 30 days after SDAT accepts the Articles.

4. APPROVAL RECORD

4.1 Board action under § 3-105

☐ Each board adopted a resolution declaring the merger advisable on substantially the same terms and conditions used in the stockholder materials and Articles.

☐ Unless the Target exception in Section 4.4 applies, each board directed submission of the merger to an annual or special stockholder meeting or approved use of a valid § 2-505 consent route.

☐ Conflicts, recusals, committees, fairness or valuation work, and fiduciary-process advice are documented separately. Statutory approval does not resolve those issues by itself.

4.2 Route A — stockholder meetings

Give merger-purpose notice in the manner required by Title 2 to each stockholder entitled to vote. Also notify each nonvoting stockholder, except a nonvoting stockholder of Target when the merger does not alter the contract rights of that holder's stock as expressly stated in the charter.

The default approval threshold under § 3-105(e) is the affirmative vote of two-thirds of all votes entitled to be cast on the merger. Attach the charter, bylaws, class-or-series analysis, record-date record, notice evidence, and vote tabulation supporting the actual threshold used.

4.3 Route B — written consents under § 2-505

The default route requires a written or electronic unanimous consent from every stockholder entitled to vote, filed with the stockholder-meeting records.

A less-than-unanimous consent may be used for a class or series other than common stock entitled generally to vote for directors unless the charter requires otherwise. It must carry at least the votes needed at a meeting where all entitled stockholders were present and voted. Common stock entitled generally to vote for directors may use that minimum-vote route only if the charter authorizes it.

For either § 2-505(b) minimum-vote route, deliver the required post-action notice no later than 10 days after the action's effective time or date. Sufficient consents must be delivered to the corporation within 60 days after the earliest consent. Retain delivery, dating, revocation, effectiveness, and corporate-record evidence.

4.4 Target survivor board-only exception

Do not omit Target's stockholder approval merely because Target survives. Attach a § 3-105(a)(7) memorandum confirming one complete statutory route and any charter requirements.

Route 1 — unchanged rights and limited issuance

☐ The merger does not reclassify or change the terms of any class or series of Target stock outstanding immediately before effectiveness.

☐ The merger does not otherwise amend Target's charter.

☐ For every class or series, the number of shares outstanding immediately after effectiveness does not increase by more than 20% over the number outstanding immediately before effectiveness.

Route 2 — no voting stock

☐ No Target stock is outstanding or subscribed for and entitled to vote on the merger.

Under either route, record approval by a majority of Target's entire board. This exception applies only to the Maryland successor; it does not excuse Merger Sub's required approval.

5. MARYLAND OBJECTING-STOCKHOLDER WORKFLOW

5.1 Eligibility classification under § 3-202

Classify each corporation, class or series, and holder group before sending approval materials. The general merger right in § 3-202(a)(1) is subject to all applicable exceptions.

Section 3-202(d) can restore rights otherwise barred by the exchange-listing exception only when its consideration, insider-ownership, and unequal-treatment conditions are satisfied. Do not use the subsection to override a different § 3-202(c) exception.

5.2 Preserve rights before or after approval

Meeting route: the stockholder must file a written objection with the corporation at or before the meeting and may not vote in favor of the merger.

Section 2-505(b) minimum-vote consent route: the stockholder must file a written objection within 10 days after the corporation gives the required § 2-505(b) notice and may not vote in favor of the merger.

5.3 Payment demand after SDAT acceptance

An eligible objecting stockholder must make a written demand on Target within 20 days after SDAT accepts the Articles for record. The demand must state the number and class of shares for which payment is demanded. Failure to complete the statutory steps binds the stockholder to the merger terms. A payment demand may be withdrawn only with Target's consent.

5.4 Target notice, optional offer, and appraisal petition

Target must promptly notify each objecting stockholder in writing of the date SDAT accepted the Articles. Personal delivery or certified mail, return receipt requested, must follow § 3-207(b).

Target may include a written fair-value offer. If it does, attach a balance sheet dated no more than six months before the offer, a profit-and-loss statement for the 12 months ending on the balance-sheet date, and any other pertinent information Target elects to provide.

Within 50 days after SDAT acceptance, Target or an objecting stockholder who has not received payment may petition a court of equity in the county of Target's Maryland principal office for appraisal. Track the resident-agent county rule if Target has no Maryland principal office.

5.5 Appraisers, report, objections, and judgment

If the court finds the stockholder entitled to appraisal, it appoints three disinterested appraisers. Unless the court allows longer, they determine fair value and file the majority report within 60 days after appointment. A party may object and request a hearing within 15 days after the report is filed.

The court may confirm, modify, reject, or remit the report and may enter judgment for appraised fair value. Section 3-211 controls interest, costs, expert expenses, and the consequences of an arbitrary, vexatious, or bad-faith refusal of an offer. Do not promise a valuation, interest award, fee award, cost allocation, or litigation result.

6. ARTICLES OF MERGER, FILING, LAND RECORDS, AND EFFECT

6.1 Articles checklist under § 3-109

Prepare a stand-alone filing instrument that includes:

☐ a statement that Target and Merger Sub agree to merge;

☐ the exact name and place of incorporation of each corporation and the name of Target as successor;

☐ the Maryland county of each corporation's principal office and each Maryland county where Merger Sub owns an interest in land;

☐ the terms and conditions of the merger and the manner of carrying it into effect;

☐ a statement that each party advised, authorized, and approved the merger in the manner and by the vote required by its charter and Maryland law, plus the manner of approval;

☐ any Target charter amendment or restatement effected by the merger;

☐ for each corporation, total authorized shares, shares of each class or series, par value or no-par status, and aggregate par value where applicable;

☐ before-and-after capitalization information if a Target charter amendment changes the required capitalization disclosures;

☐ the manner and basis of converting or exchanging each constituent's issued shares and the treatment of shares not converted or exchanged; and

☐ every other provision necessary to effect the merger.

Execute the Articles for each party in the manner required by Title 1, as directed by § 3-110. Obtain Maryland counsel's signature and acknowledgment review before filing.

6.2 Filing, current posted fee, and no state form

File the Articles with SDAT under § 3-107. Maryland's official Charter Filing FAQ states that SDAT has no merger form, so the filer must supply drafted Articles.

The current posted fee schedule accessed 2026-07-30 lists a $100 Articles of Merger filing fee, an organization and capitalization fee only when aggregate par value increases, a $50 expedited-service fee, and possible $25 certificates of conveyance. The linked schedule bears a May 2024 revision date despite its current 0326-A filename. Recheck the live schedule, filing channel, processing options, payment method, entity status, taxes, and required attachments immediately before submission.

6.3 Land and property certificates

If Merger Sub owns an interest in Maryland land, identify every county in the Articles. Under § 3-111, SDAT sends a merger certificate to the circuit-court clerk for each listed county, and the clerk records it in the land records.

Submit the property certificate required by § 3-112 for each applicable county. It must identify the property by deed reference or other sufficient description and state the actual consideration paid or to be paid. A property certificate is not required when Merger Sub's only interest is a security interest. Coordinate any certificate of conveyance, recordation, transfer-tax, assessment, title, and confirmatory-instrument work separately.

6.4 Effectiveness and statutory effect

Under § 3-113(a), the merger becomes effective when SDAT accepts the Articles for record or at a later time stated in the Articles that is no more than 30 days after acceptance.

Under § 3-114, Merger Sub's separate existence ceases; its assets transfer to and vest in Target without further act or deed; Target becomes liable for its debts and obligations; creditor rights and liens are not impaired; pending claims, actions, and proceedings may continue or Target may be substituted; and shares convert or exchange under the Articles subject to objecting-stockholder rights.

7. CLOSING RECORD

☐ Executed Transaction Agreement and completed Schedules 2-7

☐ Final statutory merger terms and Articles drafting record

☐ Board advisability resolutions and meeting or § 2-505 consent records

☐ Target § 3-105(a)(7) survivor-exception memorandum, if used

☐ Objecting-stockholder eligibility analysis, notices, objections, demands, offers, financial information, and court calendar

☐ Executed Articles of Merger and charter or capitalization attachments

☐ SDAT acceptance, receipt, and effective-time evidence

☐ County land schedules, property certificates, conveyance certificates, and recording evidence, if applicable

☐ Consideration exchange and withholding ledger

☐ Tax, payroll, permits, licenses, title, contracts, accounts, benefits, insurance, foreign-registration, and records-retention workplan

SOURCES AND REFERENCES

• Maryland General Assembly — current Corporations and Associations Article
• Maryland SDAT — current posted charter-document fee schedule
• Maryland SDAT — Charter Filing for Maryland Businesses FAQ

Maryland merger, approval, consent, objecting-stockholder, Articles, filing, land-record, fee, effectiveness, and successor-effect rules verified against current official sources on 2026-07-30. Recheck the live statute compilation, session laws, filing instructions, and fee schedule immediately before use.