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 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. Unless the partnership agreement provides otherwise, a partnership organized under the laws of this State may convert to an other entity by: 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. Before a partnership organized under the laws of this State may convert to an other entity in accordance with this subtitle, the partnership shall file or have filed for record with the Department: 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. An other entity may convert to a partnership organized under the laws of this State by complying with the requirements of §�9A–1202 of this subtitle and filing for record with the Department: 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. The statutory conversion provisions of this subtitle do not preclude a partnership from being converted or merged by agreement or by operation of law.

A partnership organized under the laws of this State shall approve the conversion of the partnership to an other entity by the affirmative vote of all of its partners, or a lesser number or percentage specified for conversion in its partnership agreement. An other entity seeking to convert to a partnership organized under the laws of this State shall: 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.

In this section, “facts ascertainable outside the articles of conversion” includes: An action or a determination by any person, including: The partnership or other entity, as applicable; The partners, members, directors, trustees, officers, or other agents of the partnership or other entity; and Any other person affiliated with the partnership or other entity; and Any other event. Articles of conversion shall be filed for record with the Department. In a conversion of a partnership organized under the laws of this State to an other entity, the articles of conversion shall set forth: 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: 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 partnership organized under the laws of this State, 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 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. The articles of conversion may contain a future effective time for 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 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. All the assets of the partnership, 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 partnership shall not revert or be in any way impaired by reason of a conversion under this subtitle. The conversion of the partnership to an other entity does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the partnership 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 partnership by its last acting partners, or by the appropriate authorized persons, general partners, officers, trustees, or members of the other entity. The other entity shall be liable for all the debts and obligations of the partnership. An existing claim, action, or proceeding pending by or against the partnership 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 partnership 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 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. The conversion of the partnership to an other entity in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the partnership or the personal liability of any person incurred before the completion of the conversion. Subject to Subtitles 7 and 8 of this title, a partner of the partnership remains liable for all the debts and obligations of the partnership for which the partner was liable before the completion of the conversion. 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. All the assets of the other entity, including any legacies that it would have been capable of taking, vest in and devolve on the partnership without further act or deed and shall be the property of the partnership, 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 partnership 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, general partners, officers, trustees, or members of the other entity, or by the partners of the partnership. The partnership 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 partnership or any party, the partnership may be substituted as a party, and a judgment against the other entity constitutes a lien on the property of the partnership. 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 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: All obligations of the other entity for which the partner was personally liable before the completion of the conversion; and Except as provided in § 9A–306(c) of this title, all obligations of the converted partnership incurred after the conversion is completed. 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.

In a conversion of an other entity to a partnership organized under the laws of this State, 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: 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. In a conversion of a partnership organized under the laws of this State to an other entity, partnership interests in the partnership 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 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 conversion of an other entity to a partnership organized under the laws of this State shall be completed on the later of: 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 conversion of a partnership organized under the laws of this State to an other entity shall be completed on the effectiveness of articles of conversion filed for record with the Department. Articles of conversion shall be 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 partnership formed under the laws of this State is completed: The other entity shall be converted to a partnership organized under the laws of this State; The conversion shall have the effects set forth in § 9A–1204 of this subtitle; and The partnership shall be subject to all of the provisions of this title. Notwithstanding § 9A–202 of this title, the existence of the partnership as a partnership organized under the laws of this State 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 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.

Unless the partnership agreement or the articles of conversion provide otherwise, a proposed conversion of a partnership organized under the laws of this State to an other entity may be abandoned before the effective time of the articles of conversion by the affirmative vote of all of the partners of the partnership, or any lesser number or percentage specified for the approval of a conversion in its partnership agreement. Unless the articles of conversion provide otherwise, a proposed conversion of an other entity to a partnership organized under the laws of this State may be abandoned before the effective time of the articles of conversion 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 § 9A–1202 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 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.