Title 4A. Limited Liability Company Act — Subtitle 11. Conversions of Limited Liability Companies

A Maryland corporation incorporated under Title 2 of this article;

A foreign corporation, as defined in § 1–101 of this article;

A partnership, as defined in § 9A–101 of this article;

A limited partnership, including a limited partnership registered or denominated as a limited liability limited partnership under §�10–805 of this article or under the laws of a state other than this State;

A business trust, as defined in §�1–101 of this article;

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; or

A foreign limited liability company.

Approving the conversion in accordance with § 4A–1102 of this subtitle; and

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

Articles of conversion executed in the manner required by § 4A–206 of this title; and

Articles of organization, which shall include the name of the converting other entity, executed in the manner required by § 4A–206 of this title and otherwise complying with this title.

A member of a limited liability company objecting to a conversion of the limited liability company has the same rights with respect to the member’s interest in the limited liability company as a stockholder of a Maryland corporation who objects has with respect to the stockholder’s stock under Title 3, Subtitle 2 of this article.

The procedures under Title 3, Subtitle 2 of this article shall be applicable to the extent practicable.

An action or a determination by any person, including:

Any other event.

The name of the limited liability company and the date of filing of the original articles of organization with the Department;

The name of the other entity to which the limited liability company will be converted and the place of incorporation or organization of the other entity;

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

The manner and basis of converting or exchanging membership interests in the limited liability company 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 membership interests not to be converted or exchanged, any of which may be made dependent on facts ascertainable outside the articles of conversion;

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

Any other provision necessary to effect the conversion.

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;

The name of the limited liability company to which the other entity will be converted;

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

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 membership interests in the limited liability company 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

Any other provision necessary to effect the conversion.

This subsection applies on the completion of the conversion of a limited liability company to an other entity.

The limited liability company shall cease to exist as a limited liability company and shall continue to exist as the other entity into which the limited liability company has converted, and the other entity shall, for all purposes of the laws of this State, be deemed to be the same entity as the converting limited liability company.

Subject to the treatment of the ownership interests of the members of the limited liability company under the articles of conversion and to the rights of an objecting member under this subtitle, the ownership interests of the members of the limited liability company cease to exist as membership interests in the converted limited liability company and continue to exist as ownership interests in the other entity.

The conversion of the limited liability company to an other entity in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the limited liability company or the personal liability of any person incurred before the completion of the conversion.

Unless otherwise provided in the articles of conversion, the converting limited liability company 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 limited liability company.

A person becomes liable for any obligation incurred by the limited liability company before the completion of the conversion only to the extent provided for by the laws applicable to the other entity.

This subsection applies on the conversion of an other entity to a limited liability company.

The limited liability company, for all purposes of the laws of this State, shall be deemed to be the same entity as the converting other entity.

The conversion of an other entity to a limited liability company 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.

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.

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 membership interests in the limited liability company.

Membership interests in the limited liability company or stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of an other entity, whether or not party to the conversion;

Other tangible or intangible property;

Money; and

Any other consideration.

Stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests or other ownership interests of the other entity to which the limited liability company is converted or of an other entity, whether or not party to the conversion;

Other tangible or intangible property;

Money; and

Any other consideration.

The formation of the limited liability company in accordance with this title; or

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

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

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

At the time the conversion of a limited liability company to an other entity is completed, the conversion shall have the effects set forth in §�4A–1104 of this subtitle.

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

Abandonment of a conversion under this section does not prejudice the rights of any person under any other contract made by a party to the proposed conversion in connection with the proposed conversion.