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§ 9A-1203. Articles of conversion

West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2020

West's Annotated Code of Maryland
Corporations and Associations
Title 9a. Revised Uniform Partnership Act (Refs & Annos)
Subtitle 12. Conversions of Partnerships (Refs & Annos)
Effective: October 1, 2020
MD Code, Corporations and Associations, § 9A-1203
§ 9A-1203. Articles of conversion
Currentness
“Facts ascertainable outside the articles of conversion” defined
(a) In this section, “facts ascertainable outside the articles of conversion” includes:
(1) An action or a determination by any person, including:
(i) The partnership or other entity, as applicable;
(ii) The partners, members, directors, trustees, officers, or other agents of the partnership or other entity; and
(iii) Any other person affiliated with the partnership or other entity; and
(2) Any other event.
Filing of articles
(b) Articles of conversion shall be filed for record with the Department.
Conversion to other entity article requirements
(c) In a conversion of a partnership organized under the laws of this State to an other entity, the articles of conversion shall set forth:
(1) 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;
(2) The name of the other entity to which the partnership will be converted and the place of incorporation or organization of the other entity;
(3) A statement that the conversion has been approved in accordance with the provisions of this subtitle;
(4) 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;
(5) If the other entity is not organized under the laws of this State:
(i) The location of the principal office in the place where it is organized; and
(ii) The name and address of the resident agent in this State; and
(6) Any other provision necessary to effect the conversion.
Conversion to partnership article requirements
(d) In a conversion of an other entity to a partnership organized under the laws of this State, the articles of conversion shall set forth:
(1) 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;
(2) The name of the partnership to which the other entity will be converted;
(3) A statement that the conversion has been approved in accordance with the provisions of this subtitle;
(4) 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
(5) Any other provision necessary to effect the conversion.
Effective time
(e) 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.

Credits

Added by Acts 2013, c. 527, § 2, eff. Oct. 1, 2013; Acts 2013, c. 528, § 2, eff. Oct. 1, 2013. Amended by Acts 2020, c. 400, § 1, eff. Oct. 1, 2020; Acts 2020, c. 401, § 1, eff. Oct. 1, 2020.
MD Code, Corporations and Associations, § 9A-1203, MD CORP & ASSNS § 9A-1203
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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