Title 9A. Maryland Revised Uniform Partnership Act — Subtitle 12. Conversions of Partnerships

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 limited partnership, including a limited partnership registered as a limited liability limited partnership under §�10–805 of this article;

A foreign limited partnership;

A business trust, as defined in § 1–101 of this article; 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 § 9A–1202 of this subtitle; and

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

A statement of authority in accordance with § 9A–303 of this title; or

A certificate of limited liability partnership in accordance with §�9A–1001 of this title.

Articles of conversion executed by at least two partners; and

A statement of partnership authority that complies with §�9A–303 of this title executed in the manner required by § 9A–105(b) of this title or, in the case of the conversion of an other entity to a limited liability partnership, a certificate of limited liability partnership that complies with §�9A–1001 of this title.

Approve the conversion of the other entity to the partnership in the manner and by the vote required by its governing document and the laws of the place where it is incorporated or organized; and

Comply with all other requirements for the formation of a partnership under the laws of this State.

A partner of a partnership objecting to a conversion of the partnership has the same rights with respect to the partner’s interest in the partnership 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 partnership and the date of filing of its original statement of partnership authority or certificate of limited liability partnership with the Department;

The name of the other entity to which the partnership 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 partnership interests in the partnership 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 partnership interests not to be so 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 partnership 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 partnership interests in the partnership 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 partnership organized under the laws of this State to an other entity.

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

Subject to the treatment of the ownership interests of the partners of the partnership under the articles of conversion and to the rights of an objecting partner under this subtitle, the ownership interests of the partners of the partnership cease to exist as partnership interests in the converted partnership and continue to exist as ownership interests in the other entity.

Unless otherwise provided in the articles of conversion, the converting partnership 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 partnership.

A person becomes liable for any obligation incurred by the partnership 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 partnership organized under the laws of this State.

The partnership, 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 partnership 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 partner of the partnership after the completion of the conversion is liable for:

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 partnership interests in the partnership.

Partnership interests in the partnership or stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of an other entity, whether or not a 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 partnership 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 partnership in accordance with this title or, in the case of the conversion of an other entity to a limited liability partnership organized under the laws of this State, the filing of a certificate of limited liability partnership that complies with § 9A–1001 of 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 partnership formed under the laws of this State to an other entity is completed, the conversion shall have the effects set forth in §�9A–1204 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 subsection 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.