Title 8. Real Estate Investment Trusts — Subtitle 7. Conversions of Real Estate Investment Trusts

A Maryland corporation incorporated under Title 2 of this article;

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

A domestic limited liability company, as defined in § 4A–101 of this article;

A foreign limited liability company, as defined in § 4A–101 of this article;

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

A limited partnership, as defined in § 10–101 of this article, including a limited partnership registered as a limited liability limited partnership under § 10–805 of this article;

A foreign limited partnership, as defined in § 10–101 of this article;

A business trust, as defined in § 1–101 of this article, excluding a real estate investment trust; or

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.

Approving the conversion in accordance with § 8–702 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 Title 1 of this article; and

A declaration of trust, which shall include the name of the converting other entity, executed in the manner required by § 8–202 of this title and otherwise complying with this title.

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

Direct that the proposed conversion be submitted for consideration at an annual or a special meeting of the shareholders.

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

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

An action or a determination by any person, including:

Any other event.

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

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;

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

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;

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 real estate investment trust 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 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

Any other provision necessary to effect the conversion.

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

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.

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.

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.

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.

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.

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

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.

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.

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 shares of beneficial interest in the real estate investment trust.

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;

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 real estate investment trust is converted or of any other real estate investment trust or other entity, whether or not party to the conversion;

Other tangible or intangible property;

Money; and

Any other consideration.

The formation of the real estate investment trust 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 as set forth in articles of conversion that have been accepted by the Department for record.

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 § 8–704 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 real estate investment trust in connection with the proposed conversion.