# Corporations and Associations (GCA)

## Title 8. Real Estate Investment Trusts

### Subtitle 1. Definitions; General Provisions

#### Section 8-101

(a) In this title the following words have the meanings indicated.

(b) "Declaration of trust" means the declaration of trust filed with the Department for the purpose of forming a real estate investment trust, as specified in Sec. 8-202 of this title, either as originally accepted for record or as amended, corrected, or supplemented by articles of amendment, articles of amendment and restatement, articles supplementary, articles of merger, or a certificate of correction.

(c) "Real estate investment trust" means an unincorporated business trust or association formed under this title in which property is acquired, held, managed,  administered, controlled, invested, or disposed of for the benefit and profit of any person who may become a shareholder.

(d) "Share" means a transferable unit of beneficial interest in a real estate investment trust.

(e) "Shareholder" means a person who is a record holder of shares.

#### Section 8-102

A real estate investment trust:

(1) Is a permitted form of unincorporated business trust or association;

(2) Is a separate legal entity; and

(3) May conduct business in the State in accordance with this title.

#### Section 8-103

(a) This title does not limit present law as it applies to the creation of or doing of business in the State by a "business trust" other than a Maryland real estate investment trust.

(b) To the extent any provision of this title is contrary to or inconsistent with Sec.Sec. 856 through 858 of the Internal Revenue Code or the regulations adopted under those sections, the latter shall prevail as to any real estate investment trust qualifying under those sections and regulations.

### Subtitle 2. Formation and Qualification

#### Section 8-201

A real estate investment trust:

(1) Is formed by filing a declaration of trust for record with the Department; and

(2) May not do business in the State until it complies with this title.

#### Section 8-202

(a) A real estate investment trust shall file its declaration of trust for record with the Department.

(b)

  (1) The declaration of trust shall:

    (i) Indicate clearly that the trust is a real estate investment trust;

    (ii) State the name of the trust;

    (iii) State the total number of shares which the real estate investment trust has authority to issue;

    (iv) Provide for an annual meeting of shareholders at a convenient location and on proper notice;

    (v) Provide for the election of trustees at least every third year at an annual meeting of shareholders;

    (vi) State the number of trustees and the names of those persons who will serve as trustees until the first meeting of shareholders and until their successors are elected and qualify or such later time as may be specified in the declaration of trust;

    (vii) State the name and address of a resident agent of the real estate investment trust in the State; and

    (viii) If the shares are divided into classes as permitted by Sec. 8-203 of this subtitle, provide a description of each class, including any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, and terms and conditions of redemption.

  (2) A declaration of trust may include a provision that allows the trustees, in considering a potential acquisition of control of the real estate investment trust, to consider the effect of the potential acquisition of control on:

    (i) Shareholders, employees, suppliers, customers, and creditors of the trust; and

    (ii) Communities in which offices or other establishments of the trust are located.

  (3) The inclusion or omission of a provision in a declaration of trust that allows the board of trustees to consider the effect of a potential acquisition of control on persons specified in paragraph (2) of this subsection does not create an inference concerning factors that may be considered by the board of trustees regarding a potential acquisition of control.

(c) Notwithstanding any provision of this title which requires for any action the concurrence of a greater proportion of the votes than a majority of the votes entitled to be cast, a real estate investment trust may provide by its declaration of trust that the action may be taken or authorized on the concurrence of a greater or smaller proportion, but not less than a majority of the number of votes entitled to be cast on the matter.

(d) The declaration of trust shall be signed and acknowledged by each trustee.

(e)

  (1) In this subsection, "facts ascertainable outside the bylaws" include:

    (i) An action or determination by any person, including the real estate investment trust, its board of trustees, an officer or agent of the real estate investment trust, and any other person affiliated with the real estate investment trust;

    (ii) Any agreement or other document; or

    (iii) Any other event.

  (2) Any provision of the bylaws may be made dependent upon facts ascertainable outside the bylaws.

#### Section 8-203

(a) A real estate investment trust may provide by its declaration of trust:

  (1) That any specified class of shares is preferred over another class as to its distributive share of the assets on voluntary or involuntary liquidation of the real estate investment trust and the amount of the preference;

  (2) That any specified class of shares may be redeemed at the option of the real estate investment trust or of the holders of the shares and the terms and conditions of redemption, including the time and price of redemption;

  (3) That any specified class of shares is convertible into shares of one or more other classes and the terms and conditions of conversion;

  (4) That the holders of any specified securities issued or to be issued by the real estate investment trust have any voting or other rights which, by law, are or may be conferred on shareholders;

  (5) That the holders of one or more classes or series of shares have exclusive voting rights on an amendment to the declaration of trust that would alter only the contract rights, as expressly set forth in the declaration of trust, of the specified class or series of shares;

  (6) For any other preferences, rights, restrictions, including restrictions on transferability or ownership designed to permit the real estate investment trust to qualify under the Internal Revenue Code or regulations adopted under the Code or for any other purpose, and qualifications not inconsistent with law;

  (7) That the board of trustees may classify or reclassify any unissued shares from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption of the shares; and

  (8) That the board of trustees may amend the declaration of trust to increase or decrease the aggregate number of shares or the number of shares of any class that the trust has authority to issue.

(b) If, under a power contained in the declaration of trust, the board of trustees classifies or reclassifies any unissued shares by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption, the board, before issuing any of the shares, shall file articles supplementary for record with the Department which shall include:

  (1) A description of the shares, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, and terms and conditions of redemption, as set or changed by the board of trustees; and

  (2) A statement that the shares have been classified or reclassified by the board of trustees under the authority contained in the declaration of trust.

(c) Notwithstanding subsection (b) of this section:

  (1) The shares issued by a real estate investment trust before the time the articles supplementary with respect to the shares is effective shall cease to be voidable as a result of the failure to file articles supplementary at the time the amendment becomes effective; and

  (2) A right or liability accrued by reason of the issuance of the shares before the time the articles supplementary become effective shall be extinguished at the time the articles supplementary become effective, except to the extent that the person having the right or liability has acted detrimentally in reliance on the right or liability solely by reason of the issuance of the stock.

(d)

  (1) In this subsection, "facts ascertainable outside the declaration of trust" includes:

    (i) An action or determination by any person, including the real estate investment trust, the board of trustees of the real estate investment trust, an officer or agent of the real estate investment trust, or any other person affiliated with the real estate investment trust;

    (ii) The contents of any agreement to which the real estate investment trust is a party or any other document; and

    (iii) Any other event.

  (2) Any of the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption of any class or series of shares may be made dependent upon facts ascertainable outside the declaration of trust and may vary among holders of the shares, provided that the manner in which such facts or variations will operate upon the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption of such class or series of shares is clearly and expressly set forth in the declaration of trust.

(e) If the real estate investment trust has authority to issue shares of more than one class, the certificate evidencing the shares shall contain on its face or back a full statement or summary of:

  (1) The designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, and terms and conditions of redemption of the shares of each class which the real estate investment trust is authorized to issue; and

  (2) If the real estate investment trust is authorized to issue any preferred or special class in series:

    (i) The differences in the relative rights and preferences between the shares of each series to the extent they have been set; and

    (ii) The authority of the board of trustees to set the relative rights and preferences of subsequent series.

(f)

  (1) A summary of the information required by subsection (e) of this section, as included in a registration statement permitted to become effective under the Federal Securities Act of 1933, is an acceptable summary for the purposes of this section.

  (2) Instead of a full statement or summary, the certificate may state that the real estate investment trust will furnish a full statement of the information required by subsection (e) of this section to any holder of shares on request and without charge.

(g) Unless the declaration of trust provides otherwise, the trustees of a real estate investment trust may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the real estate investment trust. For shares issued without certificates, on request of the shareholder, the real estate investment trust shall send without charge to the shareholder a written statement of the information required on certificates by subsection (e) or (f) of this section.

(h) Articles supplementary shall be executed in the manner required by Title 1 of this article.

(i) Except as provided in Sec. 8-204 of the Commercial Law Article, the fact that a certificate does not contain or refer to a restriction on transferability or ownership that is adopted after the date of issuance of the certificate does not mean that the restriction is invalid or unenforceable.

#### Section 8-204

(a) A real estate investment trust shall post the security for taxes required under Sec. 13-825 of the Tax - General Article.

(b) If the Comptroller waives the requirement of a security, the Comptroller shall notify the Department in writing of the waiver.

#### Section 8-205

(a) The shareholders of a real estate investment trust may remove any trustee, with or without cause, by the affirmative vote of a majority of all the votes entitled to be cast generally for the election of trustees, except:

  (1) As provided in subsection (b) of this section;

  (2) As otherwise provided in the declaration of trust of the real estate investment trust; or

  (3) For a real estate investment trust that has elected to be subject to Sec. 3-804(a) of this article.

(b) Unless the declaration of trust of the real estate investment trust provides otherwise:

  (1) If the shareholders of any class or series are entitled separately to elect one or more trustees, a trustee elected by shareholders of that class or series may not be removed without cause except by the affirmative vote of a majority of all the votes of that class or series;

  (2) If a real estate investment trust has cumulative voting for the election of trustees and less than the entire board is to be removed, a trustee may not be removed without cause if the votes cast against the trustee's removal would be sufficient to elect the trustee if then cumulatively voted at an election of the entire board of trustees, or, if there is more than one class of trustees, at an election of the class of trustees of which the trustee is a member; and

  (3) If the trustees have been divided into classes, a trustee may not be removed without cause.

#### Section 8-206

(a) The board of trustees of a real estate investment trust may establish one or more committees of the board of trustees composed of one or more trustees and for the delegation to those committees of any of the powers of the board of trustees.

(b) Notwithstanding subsection (a) of this section, the declaration of trust or bylaws of a real estate investment trust, or any agreement to which the real estate investment trust is a party and which has been approved by the board of trustees, may provide for:

  (1) The establishment of one or more standing committees or for the creation of one or more committees upon the occurrence of certain events; and

  (2) The composition of the membership, and the qualifications and the voting and other rights of members of any such committee, subject to the continued service of members of the committee as trustees.

#### Section 8-207

Notwithstanding any other provision of the Maryland REIT Law, a real estate investment trust may issue shares of beneficial interest without consideration for the purpose of qualifying the real estate investment trust as a real estate investment trust under the Internal Revenue Code.

### Subtitle 3. Powers

#### Section 8-301

A real estate investment trust has the power to:

(1) Unless the declaration of trust provides otherwise, have perpetual existence unaffected by any rule against perpetuities;

(2) Sue, be sued, complain, and defend in all courts;

(3) Transact its business, carry on its operations, and exercise the powers granted by this title in any state, territory, district, or possession of the United States and in any foreign country;

(4) Make contracts and guarantees, incur liabilities, and borrow money;

(5) Sell, mortgage, lease, pledge, exchange, convey, transfer, and otherwise dispose of all or any part of its assets;

(6) Issue bonds, notes, and other obligations and secure them by mortgage or deed of trust of all or any part of its assets;

(7) Acquire by purchase or in any other manner and take, receive, own, hold, use, employ, improve, encumber, and otherwise deal with any interest in real and personal property, wherever located;

(8) Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of and deal in and with:

  (i) Securities, shares, and other interests in any obligations of domestic and foreign corporations, other real estate investment trusts, associations, partnerships, and other persons; and

  (ii) Direct and indirect obligations of the United States, any other government, state, territory, government district, and municipality, and any instrumentality of them;

(9) Elect or appoint trustees, officers, and agents of the trust for the period of time the declaration of trust or bylaws provide, define their duties, and determine their compensation;

(10) Adopt and implement employee and officer benefit plans;

(11) Make and alter bylaws not inconsistent with law or with its declaration of trust to regulate the government of the real estate investment trust and the administration of its affairs;

(12) Exercise these powers, including the power to take, hold, and dispose of the title to real and personal property in the name of the trust or in the name of its trustees, without the filing of any bond, except a bond required under Sec. 8-204 of this title;

(13) Generally exercise the powers set forth in its declaration of trust which are not inconsistent with law and are appropriate to promote and attain the purposes set forth in its declaration of trust;

(14) Enter into a business combination subject to the provisions of Title 3, Subtitle 6 of this article;

(15) Indemnify or advance expenses to trustees, officers, employees, and agents of the trust to the same extent as is permitted for directors, officers, employees, and agents of a Maryland corporation under Sec. 2-418 of this article; and

(16) Renounce, in its declaration of trust or by resolution of its board of trustees, any interest or expectancy of the real estate investment trust in, or in being offered an opportunity to participate in, business opportunities or classes or categories of business opportunities that are:

  (i) Presented to the real estate investment trust; or

  (ii) Developed by or presented to one or more of its trustees or officers.

#### Section 8-303

One or more shareholders of a real estate investment trust may confer the right to vote or otherwise represent their shares to a trustee by:

(1) Entering into a written voting trust agreement which specifies the terms and conditions of the voting trust;

(2) Depositing an executed copy of the agreement with the real estate investment trust at its principal office; and

(3) Transferring their shares for purposes of the agreement to a trustee.

### Subtitle 4. Annual Report; Inspection of Records; Fees

#### Section 8-402

(a) Each declaration of trust and annual report filed with the Department is a matter of public record.

(b)

  (1) The Department may inspect the records of a real estate investment trust at any reasonable time.

  (2) A shareholder has the same right to inspect the records of the real estate investment trust as has a stockholder in a corporation under Title 2 of this article.

#### Section 8-403

(a) A real estate investment trust shall pay the fees required under Sec.Sec. 1-203 and 1-204 of this article.

(b) To compute fees under this section, a real estate investment trust shall treat certificates of beneficial interest as if they were shares of stock in a corporation.

### Subtitle 5. Amendments and Termination of Existence

#### Section 8-501

(a) Except as provided in Sec. 8-202(c) or Sec. 8-203(a)(8) of this title, a declaration of trust may be amended only as provided in this section.

(b) The board of trustees of a real estate investment trust proposing an amendment to its declaration of trust shall:

  (1) Adopt a resolution which sets forth the proposed amendment and declares that it is advisable; and

  (2) Direct that the proposed amendment be submitted for consideration by the shareholders.

(c)

  (1) If the proposed amendment is to be considered at a meeting of the shareholders, notice which states that a purpose of the meeting will be to act upon the proposed amendment shall be given by the real estate investment trust in the manner required by its declaration of trust or bylaws to:

    (i) Each shareholder entitled to vote on the proposed amendment; and

    (ii) Each shareholder not entitled to vote on the proposed amendment if the contract rights of the shareholder's shares, as expressly set forth in the declaration of trust, would be altered by the amendment.

  (2) The notice shall include a copy of the amendment or a summary of the changes it will affect.

(d) The proposed amendment shall be approved by the shareholders of the real estate investment trust by the affirmative vote or written consent of two thirds of all the votes entitled to be cast on the matter.

(e)

  (1) A declaration of trust may permit the board of trustees, with the approval of two thirds of its members, and without action by the shareholders, to amend the declaration of trust from time to time to qualify as a real estate investment trust under the Internal Revenue Code or under this title.

  (2) Notwithstanding subsections (b) and (d) of this section, unless prohibited in the declaration of trust by reference to this subsection or to the subject matter of this subsection, a majority of the entire board of trustees, without action by the shareholders, may amend the declaration of trust in any respect in which the charter of a corporation may be amended in accordance with Sec. 2-605 of this article.

(f)

  (1) In this subsection, "reverse share split" means a combination of outstanding shares of beneficial interest of a real estate investment trust into a lesser number of shares of beneficial interest of the same class without any change to the aggregate par value of the outstanding shares.

  (2) This subsection applies to a real estate investment trust with a class of equity securities registered under the Securities Exchange Act of 1934.

  (3) Unless prohibited in the declaration of trust by reference to this subsection or to the subject matter of this subsection, the board of trustees of a real estate investment trust may amend the declaration of trust, with the approval of a majority of the board of trustees and without shareholder action, to effect a reverse share split that results in a combination of shares of beneficial interest at a ratio of not more than 10 shares into 1 share in any 12-month period.

  (4) Within 20 days after the effective date of a reverse share split authorized under this subsection, the real estate investment trust shall give written notice of the reverse share split to each holder of record of the combined shares of beneficial interest as of the effective date.

(g) Articles of amendment shall be executed for the real estate investment trust in the manner required by Sec. 1-301 of this article and filed for record with the Department.

(h)

  (1) The real estate investment trust may not issue any of the shares that are classified, reclassified, or newly authorized by an amendment to the declaration of trust before the time the amendment is filed with the Department.

  (2) Notwithstanding paragraph (1) of this subsection:

    (i) The shares issued by a real estate investment trust before the time the amendment with respect to the shares is effective shall cease to be voidable as a result of the failure to file the amendment or the articles of amendment and restatement at the time the amendment or the articles are filed; and

    (ii) A right or liability accrued by reason of the issuance of the shares before the time the amendment is filed shall be extinguished at the time the amendment or the articles of amendment and restatement are filed, except to the extent that the person having the right or liability has acted detrimentally in reliance on the right or liability solely by reason of the issuance of the shares.

#### Section 8-501.1

(a)

  (1) In this section the following words have the meanings indicated.

  (2) "Domestic limited liability company" means a limited liability company formed under the laws of the State.

  (3) "Domestic limited partnership" means a partnership formed by 2 or more persons under the laws of the State and having one or more general partners and one or more limited partners.

  (4) "Domestic partnership" or "partnership" means a partnership formed under the laws of the State.

  (5) "Foreign business trust" means a business trust organized under the laws of the United States, another state of the United States, or a territory, possession, or district of the United States, or under the laws of a foreign country.

  (6) "Foreign limited liability company" means a limited liability company formed under the laws of any state other than the State of Maryland or under the laws of a foreign country.

  (7) "Foreign limited partnership" means a partnership formed under the laws of any state other than the State of Maryland or under the laws of a foreign country and having as partners one or more general partners and one or more limited partners.

  (8) "Foreign partnership" means a partnership formed under the laws of any state, other than this State, or under the laws of a foreign country.

  (9) "Maryland real estate investment trust" means a real estate investment trust in compliance with the provisions of this title.

(b) Unless the declaration of trust provides otherwise, a Maryland real estate investment trust may merge into a Maryland or foreign business trust, into a Maryland or foreign corporation having capital stock, into a domestic or foreign partnership, or into a domestic or foreign limited partnership or limited liability company; or one or more such business trusts, such corporations, domestic or foreign partnerships, domestic or foreign limited partnerships, or limited liability companies may merge into it.

(c) A merger shall be approved in the manner provided by this section, except that:

  (1) A foreign business trust, a Maryland business trust, other than a Maryland real estate investment trust, a corporation, a domestic or foreign partnership, or a domestic or foreign limited partnership party to the merger shall have the merger advised, authorized, and approved in the manner and by the vote required by its declaration of trust, governing instrument, charter, or partnership agreement and the laws of the place where it is organized;

  (2)

    (i) A foreign limited liability company party to the merger shall have the merger advised, authorized, and approved in the manner and by the vote required by the laws of the place where it is organized; and

    (ii) A domestic limited liability company shall have the merger approved in the manner provided under Sec. 4A-703 of this article;

  (3) A merger need be approved by a Maryland real estate investment trust successor only by a majority of its entire board of trustees if the merger does not reclassify or change the terms of any class or series of its shares that are outstanding immediately before the merger becomes effective or otherwise amend its declaration of trust and the number of shares of such class or series outstanding immediately after the effective time of the merger does not increase by more than 20 percent of the number of its shares of the class or series of shares outstanding immediately before the merger becomes effective;

  (4) A merger of a subsidiary with or into its parent need be approved only in the manner provided in Sec. 3-106 of this article, provided the parent owns at least 90 percent of the subsidiary;

  (5) A merger of a Maryland real estate investment trust in accordance with Sec. 3-106.1 of this article need be approved only in the manner provided in Sec. 3-106.1 of this article; and

  (6) A merger of a parent real estate investment trust with or into a single direct or indirect wholly owned subsidiary real estate investment trust may be approved in the manner provided in Sec. 3-106.2 of this article, provided the merger otherwise conforms to the requirements under Sec. 3-106.2 of this article.

(d) The board of trustees of each Maryland real estate investment trust proposing to merge shall:

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

  (2) Direct that the proposed transaction be submitted for consideration at either an annual or special meeting of shareholders.

(e) Notice which states that a purpose of a meeting will be to act upon the proposed merger shall be given by each Maryland real estate investment trust in the manner provided for corporations by Title 2 of this article to:

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

  (2) Each of its shareholders not entitled to vote on the proposed transaction, except the shareholders of a successor in a merger if the merger does not alter the contract rights of their shares as expressly set forth in the declaration of trust.

(f) An agreement of merger may require that the proposed transaction shall be submitted to the shareholders, even if the board of trustees determines at any time after having declared the advisability of the proposed transaction that the proposed transaction is no longer advisable and either makes no recommendation to the shareholders or recommends that the shareholders reject the proposed transaction.

(g) Except as provided in Sec. 8-202(c) of this title, the proposed merger shall be approved by the shareholders of each Maryland real estate investment trust by the affirmative vote of two thirds of all the votes entitled to be cast on the matter.

(h) Articles of merger containing provisions required by Sec. 3-109 of this article and such other provisions as may be permitted by that section shall be:

  (1) Executed for each party to the articles in the manner required by Title 1 of this article; and

  (2) Filed for the record with the Department.

(i)

  (1) A proposed merger may be abandoned before the effective date of the articles:

    (i) If the articles so provide, by majority vote of the entire board of trustees of any one business trust party to the articles or of the entire board of directors of any one corporation party to the articles;

    (ii) Unless the articles provide otherwise, by majority vote of the entire board of trustees of each Maryland real estate investment trust party to the articles; or

    (iii) By unanimous consent of the members of a limited liability company party to the articles.

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

  (3)

    (i) If the proposed merger is abandoned as provided in this subsection, no legal liability arises under the articles.

    (ii) An abandonment does not prejudice the rights of any person under any other contract made by a business trust, corporation, or limited liability company party to the proposed articles in connection with the proposed merger.

(j) Each shareholder of a Maryland real estate investment trust objecting to a merger of the Maryland real estate investment trust shall have the same rights as an objecting stockholder of a Maryland corporation under Title 3, Subtitle 2 of this article and under the same procedures.

(k)

  (1) The Department shall prepare certificates of merger that specify:

    (i) The name of each party to the articles;

    (ii) The name of the successor and the location of its principal office in this State or, if it has none, its principal place of business; and

    (iii) The time the articles are accepted for record by the Department.

  (2) In addition to any other provision of law with respect to recording, the Department shall send one certificate each to the clerk of the circuit court for each county where the articles show that a merging business trust, corporation, partnership, limited partnership, or limited liability company other than the successor owns an interest in land.

  (3) On receipt of a certificate, a clerk promptly shall record it with the land records.

(l)

  (1) In order to keep the land assessment records current in each county, the Department shall require a business trust, corporation, partnership, limited partnership, or limited liability company to submit with the articles a property certificate for each county where a merging business trust, corporation, partnership, limited partnership, or limited liability company other than the successor owns an interest in land.

  (2) A property certificate is not required with respect to any property in which the only interest owned by the merging business trust, corporation, partnership, limited partnership, or limited liability company is a security interest.

  (3) The property certificate shall be in the form and number of copies which the Department requires and may include the certificate of the Department required by subsection (k) of this section.

  (4)

    (i) The property certificate shall provide a deed reference or other description sufficient to identify the property.

    (ii) The Department shall indicate on the certificate the time the articles are accepted for record and send a copy of it to the chief assessor of the county where the property is located.

  (5) A transfer, vesting, or devolution of title to the property is not invalidated or otherwise affected by any error or defect in the property certificate, failure to file it, or failure by the Department to act on it.

(m) If the successor in a merger is a Maryland real estate investment trust, a merger is effective as of the later of:

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

  (2) The time established under the articles, not to exceed 30 days after the articles are accepted for record.

(n)

  (1) If the successor in a merger is a foreign corporation, foreign partnership, foreign limited partnership, a foreign limited liability company, or a Maryland or foreign business trust, other than a Maryland real estate investment trust, the merger is effective as of the later of:

    (i) The time specified by the law of the place where the successor is organized; or

    (ii) The time the Department accepts the articles of merger for record.

  (2) A foreign successor in a merger shall file for record with the Department a certificate from the place where it is organized which certifies the date the articles of merger were filed. However, the failure to file this certificate does not invalidate the merger.

(o)

  (1) Consummation of a merger has the effects provided in this subsection.

  (2) The separate existence of each business trust, corporation, partnership, limited partnership, or limited liability company party to the articles, except the successor, ceases.

  (3) The shares of each business trust party to the articles which are to be converted or exchanged under the terms of the articles cease to exist, subject to the rights of an objecting shareholder under subsection (j) of this section.

  (4) In addition to any other purposes and powers set forth in the articles, if the articles provide, the successor has the purposes and powers of each party to the articles.

  (5)

    (i) The assets of each party to the articles, including any legacies which it would have been capable of taking, transfer to, vest in, and devolve on the successor without further act or deed.

    (ii) Confirmatory deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferring party to the articles by its last acting officers or trustees or by the appropriate officers or trustees of the successor.

  (6)

    (i) The successor is liable for all the debts and obligations of each nonsurviving party to the articles. An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles may be prosecuted to judgment as if the merger had not taken place, or, on motion of the successor or any party, the successor may be substituted as a party and the judgment against the nonsurviving party to the articles constitutes a lien on the property of the successor.

    (ii) A merger does not impair the rights of creditors or any liens on the property of any business trust, corporation, partnership, limited partnership, or limited liability company party to the articles.

#### Section 8-501.2

(a) If authorized by a majority of the entire board of trustees, a real estate investment trust may restate its declaration of trust as provided in this section.

(b) Articles of restatement containing provisions required by Sec. 2-608 of this article and such other provisions as may be permitted by that section shall be:

  (1) Executed for each party to the articles in the manner required by Title 1 of this article; and

  (2) Filed for record with the Department.

#### Section 8-501.3

(a) A complete restatement of the declaration of trust may be submitted for approval in the manner required for an amendment of the declaration of trust to a meeting of the real estate investment trust's shareholders or trustees.

(b) If the restatement is submitted for approval in the manner required for an amendment to the declaration of trust, any amendments to the declaration of trust approved at the meeting may be included in the restatement.

(c) Articles of amendment and restatement shall include the provisions required to be included in both articles of amendment and articles of restatement.

(d) Articles of amendment and restatement containing provisions required by Sec. 2-609 of this article and such other provisions as may be permitted by that section shall be:

  (1) Executed for each party to the articles in the manner required by Title 1 of this article; and

  (2) Filed for record with the Department.

#### Section 8-502

(a) A real estate investment trust may terminate its existence by voluntary dissolution in accordance with subsection (b) of this section.

(b)

  (1) In order to terminate its existence, a real estate investment trust must file a notice of termination with the Department that includes:

    (i) The name of the real estate investment trust;

    (ii)

      (1) A statement that the termination of the real estate investment trust by voluntary dissolution was approved in the manner and by the vote required by law and by the declaration of trust of the real estate investment trust; and

      (2) A statement detailing the manner of approval;

    (iii) All other provisions the board of the real estate investment trust considers necessary to dissolve and terminate the real estate investment trust; and

    (iv) A statement that the real estate investment trust is dissolved and terminated.

  (2) The notice of termination shall be executed by:

    (i) The chairman or vice chairman of the board of trustees;

    (ii) The chief executive officer;

    (iii) The chief operating officer;

    (iv) The chief financial officer;

    (v) The president or a vice president; or

    (vi) If authorized by the bylaws or a resolution of the board of trustees, any other officer or agent of the real estate investment trust.

(c)

  (1) Except as provided in paragraph (2) of this subsection, the real estate investment trust is dissolved and terminated on the later of:

    (i) The time that the Department accepts the notice of termination for record; or

    (ii) The time established by the notice of termination, not to exceed 30 days after the notice is accepted for record.

  (2) The real estate investment trust continues to exist for the purpose of:

    (i) Paying, satisfying, and discharging any existing debts or obligations;

    (ii) Collecting and distributing assets; and

    (iii) Taking all other actions required to liquidate and wind up its business and affairs.

(d)

  (1) The Attorney General may institute proceedings to dissolve a real estate investment trust that has abused, misused, or failed to use its powers.

  (2) The proceedings shall be brought in the manner and on the grounds provided in Title 3, Subtitle 5 of this article with respect to dissolution of a corporation for misuse of its franchise.

  (3) The venue of an action under this subsection is in a county where an officer or resident agent of the real estate investment trust is located.

#### Section 8-503

(a) A real estate investment trust may file a certificate of notice for record with the Department.

(b) A certificate of notice may describe:

  (1) An action by the real estate investment trust, its board of trustees, or its shareholders;

  (2) The occurrence of or change to facts ascertainable outside of the declaration of trust, as defined in Sec. 8-203(c) of this title; or

  (3) Any other information that the real estate investment trust determines should be disclosed.

(c) A certificate of notice may not:

  (1) Amend, supplement, or correct the declaration of trust of the real estate investment trust in any manner; or

  (2) Affect any rights or liabilities of shareholders, whether or not accrued or incurred before the certificate of notice is filed.

(d) A certificate of notice is not a part of the declaration of trust of a real estate investment trust.

(e) A trustee of a real estate investment trust is not required to authorize or direct the filing of a certificate of notice.

(f) A real estate investment trust is not required to file a certificate of notice for any purpose, including to indicate that there has been a change to the facts or information contained in a previously filed certificate of notice.

(g) A certificate of notice shall be executed in the manner required for charter documents by Sec. 1-301 of this article.

### Subtitle 6. Liabilities, Service of Process, and Miscellaneous Provisions

#### Section 8-601

(a) The liability of a real estate investment trust extends to as much of the trust estate, including the whole, as necessary to discharge the liability.

(b) A shareholder or trustee of a real estate investment trust shall have the immunity from liability described under Sec. 5-419 of the Courts and Judicial Proceedings Article.

#### Section 8-601.1

Sections 2-113, 2-116 through 2-118, 2-201(c), 2-309(a) and (e), 2-313, 2-502(e), 2-503(b), 2-504(f), and 2-701 through 2-707 of this article and, except as otherwise provided in Sec. 8-601 of this subtitle or in the declaration of trust, Sec. 2-405.1 of this article shall apply to real estate investment trusts.

#### Section 8-602

In an action against a real estate investment trust doing business in the State, process shall be served on any officer or resident agent of the real estate investment trust.

### Subtitle 7. Conversions of Real Estate Investment Trusts

#### Section 8-701

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

  (1) A Maryland corporation incorporated under Title 2 of this article;

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

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

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

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

  (6) 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;

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

  (8) A business trust, as defined in Sec. 1-101 of this article, excluding a real estate investment trust; or

  (9) 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 declaration of trust provides otherwise, a real estate investment trust may convert to an other entity by:

  (1) Approving the conversion in accordance with Sec. 8-702 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 real estate investment trust by complying with Sec.?8-702 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) A declaration of trust, which shall include the name of the converting other entity, executed in the manner required by Sec. 8-202 of this title and otherwise complying with this title.

#### Section 8-702

(a) A conversion of a real estate investment trust 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 real estate investment trust's declaration of trust.

(b) A conversion of a real estate investment trust need be approved only by a majority of the board of trustees if no shares of beneficial interest are outstanding or subscribed for.

(c) The board of trustees of a real estate investment trust 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 shareholders.

(d) Notice stating that a purpose of the meeting will be to act on the proposed conversion shall be given by the real estate investment trust in the manner provided for corporations by Title 2 of this article to:

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

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

(e) The proposed conversion shall be approved by the shareholders of the real estate investment trust 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 real estate investment trust shall be approved in the manner and by the vote required by its governing document and the laws of the place where it is incorporated or organized.

(g) Each shareholder of a real estate investment trust objecting to a conversion of the real estate investment trust shall have the same rights as an objecting stockholder of a Maryland corporation under Title 3, Subtitle 2 of this article and under the same procedures.

#### Section 8-703

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

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

    (i) The real estate investment trust or other entity, as applicable;

    (ii) The trustees, directors, partners, members, officers, or other agents of the real estate investment trust or other entity; and

    (iii) Any other person affiliated with the real estate investment trust 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 real estate investment trust to an other entity, the articles of conversion shall set forth:

  (1) The name of the real estate investment trust and the date of filing of the original declaration of trust with the Department;

  (2) The name of the other entity to which the real estate investment trust 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 issued shares of beneficial interest of the real estate investment trust 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 beneficial interest 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 real estate investment trust, 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 real estate investment trust 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 beneficial interest of the real estate investment trust, 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 of the articles of conversion that is not later than 30 days after the articles of conversion are accepted for record.

#### Section 8-704

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

(b)

  (1) This subsection applies on the conversion of a real estate investment trust to an other entity.

  (2) The real estate investment trust shall cease to exist as a real estate investment trust and shall continue to exist as the other entity into which the real estate investment trust 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 real estate investment trust.

  (3)

    (i) All the assets of the real estate investment trust, 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 real estate investment trust shall not revert or be in any way impaired by reason of a conversion under this subtitle.

    (ii) The conversion of the real estate investment trust to an other entity does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the real estate investment trust 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 real estate investment trust by its last acting officers, or by the appropriate authorized persons, partners, officers, trustees, or members of the other entity.

  (4)

    (i) The other entity shall be liable for all the debts and obligations of the real estate investment trust.

    (ii) An existing claim, action, or proceeding pending by or against the real estate investment trust 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 real estate investment trust 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 real estate investment trust.

  (5) Subject to the treatment of the ownership interests of the shareholders of the real estate investment trust under the articles of conversion and to the rights of an objecting shareholder under this subtitle, the ownership interests of the shareholders of the real estate investment trust shall cease to exist as shares of beneficial interest of the real estate investment trust and continue to exist as ownership interests in the other entity.

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

  (7) Unless otherwise provided in the articles of conversion, the converting real estate investment trust 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 real estate investment trust.

  (8) A person becomes liable for any obligation incurred by the real estate investment trust 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 real estate investment trust.

  (2) The real estate investment trust, 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 real estate investment trust without further act or deed and shall be the property of the real estate investment trust, 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 real estate investment trust 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 real estate investment trust.

  (4)

    (i) The real estate investment trust 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 real estate investment trust may be substituted as a party and a judgment against the other entity constitutes a lien on the property of the real estate investment trust.

    (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 real estate investment trust 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 beneficial interest in the real estate investment trust.

#### Section 8-705

(a) In a conversion of an other entity to a real estate investment trust, 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) Shares of beneficial interest of the real estate investment trust or stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of any other real estate investment trust 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 real estate investment trust to an other entity, shares of beneficial interest of the real estate investment trust 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 real estate investment trust is converted or of any other real estate investment trust or other entity, whether or not party to the conversion;

  (2) Other tangible or intangible property;

  (3) Money; and

  (4) Any other consideration.

#### Section 8-706

(a) The conversion of an other entity to a real estate investment trust shall be completed on the later of:

  (1) The formation of the real estate investment trust in accordance with this title; or

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

(b) The conversion of a real estate investment trust 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 real estate investment trust is completed:

      (1) The other entity shall be converted to a real estate investment trust;

      (2) The conversion shall have the effects set forth in Sec. 8-704 of this subtitle; and

      (3) The real estate investment trust shall be subject to all of the provisions of the Maryland REIT Law.

    (ii) The existence of the real estate investment trust 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 real estate investment trust to an other entity is completed, the conversion shall have the effects set forth in Sec. 8-704 of this subtitle.

#### Section 8-707

(a) Unless the declaration of trust of the real estate investment trust or articles of conversion provide otherwise, the proposed conversion of a real estate investment trust to an other entity may be abandoned before the effective date of the articles of conversion by majority vote of the entire board of trustees of the real estate investment trust party to the articles of conversion.

(b) Unless the articles of conversion provide otherwise, the proposed conversion of an other entity to a real estate investment trust 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. 8-702 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 real estate investment trust in connection with the proposed conversion.

### Subtitle 8. Penalties

#### Section 8-801

The trustees of a real estate investment trust which does business in the State without filing its declaration of trust with the Department as required by Sec. 8-202 of this title are each subject to a fine not exceeding $1,000, payable to the Department.

### Subtitle 9. Short Title

#### Section 8-901

This title may be cited as the Maryland REIT Law.

---

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