# Corporations and Associations (GCA)

## Title 3. Corporations in General -- Extraordinary Actions

### Subtitle 9. Conversions of Corporations

#### Section 3-901

(a) In this subtitle, "other entity" means:

  (1) A foreign corporation, as defined in Sec. 1-101 of this article;

  (2) A domestic limited liability company, as defined in Sec. 4A-101 of this article;

  (3) A foreign limited liability company, as defined in Sec. 4A-101 of this article;

  (4) A partnership, as defined in Sec. 9A-101 of this article;

  (5) A limited partnership, as defined in Sec. 10-101 of this article, including a limited partnership registered as a limited liability limited partnership under Sec. 10-805 of this article;

  (6) A foreign limited partnership, as defined in Sec. 10-101 of this article;

  (7) A business trust, as defined in Sec. 1-101 of this article; or

  (8) Another form of unincorporated business formed under the laws of this State or the laws of the United States, another state of the United States, a territory, possession, or district of the United States, or a foreign country.

(b) Unless the charter provides otherwise, a Maryland corporation may convert to an other entity by:

  (1) Approving the conversion in accordance with Sec. 3-902 of this subtitle; and

  (2) Filing for record with the Department articles of conversion executed in the manner required by Title 1 of this article.

(c) An other entity may convert to a Maryland corporation having capital stock by complying with Sec. 3-902 of this subtitle and filing for record with the Department:

  (1) Articles of conversion executed in the manner required by Title 1 of this article; and

  (2) Articles of incorporation, which shall include the name of the converting other entity, executed in the manner required by Title 2 of this article and otherwise complying with the Maryland General Corporation Law.

#### Section 3-902

(a) A conversion of a Maryland corporation to an other entity shall be approved in the manner provided by this section and in accordance with any additional requirements set forth in the Maryland corporation's charter.

(b) A conversion of a Maryland corporation need be approved only by a majority of its board of directors if there is no stock outstanding or subscribed for.

(c) The board of directors of a Maryland corporation that proposes to convert to an other entity shall:

  (1) Adopt a resolution declaring that the proposed conversion is advisable on substantially the terms and conditions set forth or referred to in the resolution; and

  (2) Direct that the proposed conversion be submitted for consideration at an annual or a special meeting of the stockholders.

(d) Notice stating that a purpose of the meeting will be to act on the proposed conversion shall be given by the corporation in the manner required by Title 2 of this article to:

  (1) Each of its stockholders entitled to vote on the proposed transaction; and

  (2) Each of its stockholders not entitled to vote on the proposed transaction.

(e) The proposed conversion shall be approved by the stockholders of the Maryland corporation by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter.

(f) A conversion of an other entity to a Maryland corporation shall be approved in the manner and by the vote required by its governing document and the laws of the place in which it is incorporated or organized.

#### Section 3-903

(a) In this section, "facts ascertainable outside the articles of conversion" includes:

  (1) An action or a determination by any person, including:

    (i) The corporation or other entity, as applicable;

    (ii) The directors, partners, members, trustees, officers, or other agents of the corporation or other entity; and

    (iii) Any other person affiliated with the corporation or other entity; and

  (2) Any other event.

(b) Articles of conversion shall be filed for record with the Department.

(c) In a conversion of a Maryland corporation to an other entity, the articles of conversion shall set forth:

  (1) The name of the Maryland corporation and the date of filing of its original articles of incorporation with the Department;

  (2) The name of the other entity to which the Maryland corporation will be converted and the place of incorporation or organization of the other entity;

  (3) A statement that the conversion has been approved in accordance with the provisions of this subtitle;

  (4) The manner and basis of converting or exchanging outstanding shares of stock of the corporation into shares of stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity, or other consideration, and the treatment of any issued shares of stock not to be converted or exchanged, any of which may be made dependent on facts ascertainable outside the articles of conversion;

  (5) If the other entity is not organized under the laws of this State:

    (i) The location of the principal office in the place where it is organized; and

    (ii) The name and address of the resident agent in this State; and

  (6) Any other provision necessary to effect the conversion.

(d) In a conversion of an other entity to a Maryland corporation, the articles of conversion shall set forth:

  (1) The name of the other entity, the date on which the other entity was first created, and the place of incorporation or organization of the other entity;

  (2) The name of the Maryland corporation to which the other entity will be converted;

  (3) A statement that the conversion has been approved in accordance with the provisions of this subtitle;

  (4) The manner and basis of converting or exchanging any outstanding shares of stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity into shares of stock of the Maryland corporation or other consideration, and the treatment of any outstanding shares of stock, membership interests, partnership interests, beneficial interests, or other ownership interests not to be converted or exchanged, any of which may be made dependent on facts ascertainable outside the articles of conversion; and

  (5) Any other provision necessary to effect the conversion.

(e) The articles of conversion may contain a future effective time for the articles of conversion that is not later than 30 days after the articles of conversion are accepted for record.

#### Section 3-904

(a) A conversion has the effects provided in this section.

(b)

  (1) This subsection applies on the completion of the conversion of a Maryland corporation to an other entity.

  (2) The Maryland corporation shall cease to exist as a Maryland corporation and shall continue to exist as the other entity into which the Maryland corporation has converted, and the other entity, for all purposes of the laws of this State, shall be deemed to be the same entity as the converting Maryland corporation.

  (3)

    (i) All the assets of the Maryland corporation, including any legacies that it would have been capable of taking, shall vest in and devolve on the other entity without further act or deed and shall be the property of the other entity, and the title to any real property vested by deed or otherwise in the Maryland corporation shall not revert or be in any way impaired by reason of a conversion under this subtitle.

    (ii) The conversion of the Maryland corporation to an other entity does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the Maryland corporation before the conversion.

    (iii) Confirmatory deeds, assignments, or similar instruments to evidence the conversion may be executed and delivered at any time in the name of the Maryland corporation by its last acting officers or by the appropriate authorized persons, partners, trustees, or members of the other entity.

  (4)

    (i) The other entity shall be liable for all the debts and obligations of the Maryland corporation.

    (ii) An existing claim, action, or proceeding pending by or against the Maryland corporation may be prosecuted to judgment as if the conversion had not taken place, or, on motion of the other entity or any party, the other entity may be substituted as a party and a judgment against the Maryland corporation constitutes a lien on the property of the other entity.

    (iii) A conversion does not impair the rights of creditors or any liens on the property of the Maryland corporation.

  (5) Subject to the treatment of the ownership interests of the stockholders of the Maryland corporation under the articles of conversion and to the rights of an objecting stockholder under Sec. 3-202 of this title, the ownership interests of the stockholders of the Maryland corporation cease to exist as stock in the converted Maryland corporation and continue to exist as ownership interests in the other entity.

  (6) The conversion of the Maryland corporation to an other entity in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the Maryland corporation or the personal liability of any person incurred before the conversion.

  (7) Unless otherwise provided in the articles of conversion, the converting Maryland corporation is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion does not constitute dissolution or a transfer of assets or liabilities of the Maryland corporation.

  (8) A person becomes liable for any obligation incurred by the Maryland corporation before the completion of the conversion only to the extent provided for by the laws applicable to the other entity.

(c)

  (1) This subsection applies on the conversion of an other entity to a Maryland corporation.

  (2) The Maryland corporation, for all purposes of the laws of this State, shall be deemed to be the same entity as the converting other entity.

  (3)

    (i) All the assets of the other entity, including any legacies that it would have been capable of taking, vest in and devolve on the Maryland corporation without further act or deed and shall be the property of the Maryland corporation, and the title to any real property vested by deed or otherwise in the other entity shall not revert or be in any way impaired by reason of a conversion under this subtitle.

    (ii) The conversion of the other entity to a Maryland corporation does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the other entity before the conversion.

    (iii) Confirmatory deeds, assignments, or similar instruments to evidence the conversion may be executed and delivered at any time in the name of the other entity by the appropriate authorized persons, partners, officers, trustees, or members of the other entity or by the officers of the Maryland corporation.

  (4)

    (i) The Maryland corporation shall be liable for all the debts and obligations of the other entity.

    (ii) An existing claim, action, or proceeding pending by or against the other entity may be prosecuted to judgment as if the conversion had not taken place, or, on motion of the other entity or any party, the Maryland corporation may be substituted as a party and a judgment against the other entity constitutes a lien on the property of the Maryland corporation.

    (iii) A conversion does not impair the rights of creditors or any liens on the property of the other entity.

  (5) The conversion of an other entity to a Maryland corporation in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the other entity or the personal liability of any person incurred before the completion of the conversion.

  (6) A person remains liable for any obligation incurred by the other entity before the completion of the conversion only to the extent that the person would have been liable if the conversion had not occurred.

  (7) Subject to the treatment of the ownership interests of the owners of the other entity under the articles of conversion, the ownership interests of the owners of the other entity cease to exist as ownership interests in the converted other entity and continue to exist as shares of stock in the Maryland corporation.

#### Section 3-905

(a) In a conversion of an other entity to a Maryland corporation, the stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity may be exchanged for or converted into any one or more of the following:

  (1) Stock of the Maryland corporation or stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of any other corporation or other entity, whether or not party to the conversion;

  (2) Other tangible or intangible property;

  (3) Money; and

  (4) Any other consideration.

(b) In a conversion of a Maryland corporation to an other entity, stock of the Maryland corporation may be exchanged for or converted into any one or more of the following:

  (1) Stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity to which the Maryland corporation is converted or of any other corporation or other entity, whether or not party to the conversion;

  (2) Other tangible or intangible property;

  (3) Money; and

  (4) Any other consideration.

#### Section 3-906

(a) The conversion of an other entity to a Maryland corporation shall be completed on the later of:

  (1) The incorporation of the Maryland corporation in accordance with Title 2 of this article; or

  (2) The effectiveness of articles of conversion filed for record with the Department.

(b) The conversion of a Maryland corporation to an other entity shall be completed on the effectiveness of articles of conversion filed for record with the Department.

(c) Articles of conversion are effective on the later of:

  (1) The time the Department accepts the articles of conversion for record; or

  (2) The future effective time of the articles of conversion as set forth in articles of conversion that have been accepted by the Department for record.

(d)

  (1)

    (i) Except as provided in subparagraph (ii) of this paragraph, at the time the conversion of an other entity to a Maryland corporation is completed:

      (1) The other entity shall be converted to a Maryland corporation;

      (2) The conversion shall have the effects set forth in Sec. 3-904 of this subtitle; and

      (3) The corporation shall be subject to all of the provisions of the Maryland General Corporation Law.

    (ii) Notwithstanding Sec. 2-102 of this article, the existence of the Maryland corporation shall be deemed to have commenced on the date the other entity commenced its existence in the place in which the other entity was first incorporated, created, formed, or otherwise came into being.

  (2) At the time the conversion of a Maryland corporation to an other entity is completed, the conversion shall have the effects set forth in Sec. 3-904 of this subtitle.

#### Section 3-907

(a) Unless the charter of the Maryland corporation or articles of conversion provide otherwise, a proposed conversion of a Maryland corporation to an other entity may be abandoned before the effective date of the articles of conversion by majority vote of the entire board of directors of the Maryland corporation.

(b) Unless the articles of conversion provide otherwise, a proposed conversion of an other entity to a Maryland corporation may be abandoned in the manner and by the vote required by the governing document of the other entity and the laws of the place in which it is incorporated or organized or, if no manner and vote is specified, in the manner and by the vote required to approve the conversion under Sec. 3-902 of this subtitle.

(c) If the articles of conversion have been filed with the Department, notice of the abandonment shall be given promptly to the Department.

(d)

  (1) If the proposed conversion is abandoned as provided in this section, no legal liability arises under the articles of conversion.

  (2) Abandonment of a conversion under this section does not prejudice the rights of any person under any other contract made by a Maryland corporation in connection with the proposed conversion.

---

Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)