§ 9A-1204. Effects of conversion
West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2013
Effective: October 1, 2013
MD Code, Corporations and Associations, § 9A-1204
§ 9A-1204. Effects of conversion
(b)(1) This subsection applies on the conversion of a partnership organized under the laws of this State to an other entity.
(2) 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.
(3)(i) 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.
(iii) 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.
(ii) 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.
(5) 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.
(c)(1) This subsection applies on the conversion of an other entity to a partnership organized under the laws of this State.
(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 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.
(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, general partners, officers, trustees, or members of the other entity, or by the partners of the partnership.
(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 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.
(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 partnership interests in the partnership.
Credits
Added by Acts 2013, c. 527, § 2, eff. Oct. 1, 2013; Acts 2013, c. 528, § 2, eff. Oct. 1, 2013.
MD Code, Corporations and Associations, § 9A-1204, MD CORP & ASSNS § 9A-1204
Current through legislation effective through April 9, 2023, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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