In this subtitle, “other entity” means: 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. Unless the declaration of trust provides otherwise, a real estate investment trust may convert to an other entity by: 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. An other entity may convert to a real estate investment trust by complying 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; 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.

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. 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. The board of trustees of a real estate investment trust that proposes to convert to an other entity shall: 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. 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: Each of its shareholders entitled to vote on the proposed transaction; and Each of its shareholders not entitled to vote on the proposed transaction. 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. 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. 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.

In this section, “facts ascertainable outside the articles of conversion” includes: An action or a determination by any person, including: The real estate investment trust or other entity, as applicable; The trustees, directors, partners, members, officers, or other agents of the real estate investment trust or other entity; and Any other person affiliated with the real estate investment trust or other entity; and Any other event. Articles of conversion shall be filed for record with the Department. In a conversion of a real estate investment trust to an other entity, the articles of conversion shall set forth: 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: The location of the principal office in the place where it is organized; and The name and address of the resident agent in this State; and Any other provision necessary to effect the conversion. In a conversion of an other entity to a real estate investment trust, the articles of conversion shall set forth: 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. 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.

A conversion has the effects provided in this section. 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. 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. 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. 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. The other entity shall be liable for all the debts and obligations of the real estate investment trust. 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. A conversion does not impair the rights of creditors or any liens on the property of the 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. 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. 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. 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. The real estate investment trust shall be liable for all the debts and obligations of the other entity. 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. A conversion does not impair the rights of creditors or any liens on the property of the 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.

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: 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. 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: 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 conversion of an other entity to a real estate investment trust shall be completed on the later of: 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 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. Articles of conversion are effective on the later of: 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. 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: The other entity shall be converted to a real estate investment trust; The conversion shall have the effects set forth in § 8–704 of this subtitle; and The real estate investment trust shall be subject to all of the provisions of the Maryland REIT Law. 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. 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.

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. 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 § 8–702 of this subtitle. If the articles of conversion have been filed with the Department, notice of the abandonment shall be given promptly to the Department. 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.