There are several situations where a corporation may convey title to real estate resulting in your office having to update its tax records.

One method of conveying property is by articles of transfer, which are filed with the Corporate Charter Division. Articles of transfer deal with the physical transfer of all or substantially all of the assets of the corporation. The corporation's charter stays in existence, and it can continue to do business. On this type of transfer, a certificate of conveyance with a description of the real estate would be forwarded to your office so that you could update your tax records. This certificate is normally sent to you approximately two to three weeks after receipt by the charter division. You should update your records accordingly with the name and address of the transferee for each property affected. The certificate also includes the mailing address to which future tax bills should be forwarded. You should not wait for a confirmatory deed or the certificate of conveyance to be forwarded to the clerk of the court. In this type of transaction, title transfers at the time of filing of the articles with the Department. The date upon which a document is recorded in the clerk's office to update change of title is meaningless. You can also confirm the filing of the articles of transfer by looking at the amendment file for the transferor corporation which you have on-line in your office.

Another method by which title to real estate is conveyed is through articles of merger. In this type of transaction, the corporation merging out of existence would file a certificate of conveyance with the Charter Division in a manner similar to that for articles of transfer. The same procedure should be followed for conveying title to real estate for articles of merger as for articles of transfer.

Another method of conveying title is through the filing of articles of consolidation. In a consolidation, two or more corporations combine to form a new successor corporation. Again in this instance a certificate of conveyance would be filed with the appropriate assessment office and you could update your records accordingly.

Finally, in a situation where two foreign corporations (corporations organized in another state other than Maryland) merge, and the corporation merging out of existence owns real estate in Maryland, a certificate of conveyance would be forwarded to your office in a manner similar to that for articles of merger for a domestic corporation.

In some situations, you may receive word from a taxpayer that the stock of a corporation has been transferred. In such an instance, no document is filed with the Corporate Charter Division, and the tax records should not be updated. The theory behind this is that a transfer of stock in a corporation does not transfer title of the real estate owned by that corporation, but merely reflects a change in ownership of that entity.

With regard to limited partnerships, there is currently no provision by which a limited partnership can convey real estate other than by deed.

You also may receive notice from a taxpayer that a limited partnership or a corporation owning property changed its name. In that instance, the Charter Division should have that change reflected in its records, and it can be confirmed through the use of the amendment file which you have on-line in your office. After confirming the name change through the use of the amendment file, you should then update your records accordingly to retain the current owner but in addition make the account “care of” the new name listed on the amendment file. There will be no written confirmation of a name change for a corporation or limited partnership forwarded to your office by the Charter Division. In the event that the name cannot be confirmed through a check of our corporate charter records, you should advise the taxpayer accordingly and indicate that he should contact the Charter Division at 410-767-1340 for further instructions.