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§ 12-1004. Effects of conversion

West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2013

West's Annotated Code of Maryland
Corporations and Associations
Title 12. Statutory Trusts (Refs & Annos)
Subtitle 10. Conversions of Statutory Trusts (Refs & Annos)
Effective: October 1, 2013
MD Code, Corporations and Associations, § 12-1004
§ 12-1004. Effects of conversion
Currentness
In general
(a) A conversion has the effects provided in this section.
Conversion of statutory trust
(b)(1) This subsection applies on the completion of the conversion of a statutory trust to an other entity.
(2) The statutory trust shall cease to exist as a statutory trust and shall continue to exist as the other entity into which the statutory trust 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 statutory trust.
(3)(i) All the assets of the statutory 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 statutory trust shall not revert or be in any way impaired by reason of a conversion under this subtitle.
(ii) The conversion of the statutory trust to an other entity does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the statutory trust before the conversion.
(iii) Confirmatory deeds, assignments, or similar instruments to evidence the conversion may be executed and delivered at any time in the name of the statutory trust by its last acting trustees or officers, or by the appropriate authorized persons, partners, officers, trustees, or members of the other entity.
(4)(i) The other entity shall be liable for all the debts and obligations of the statutory trust.
(ii) An existing claim, action, or proceeding pending by or against the statutory 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 statutory trust constitutes a lien on the property of the other entity.
(iii) A conversion does not impair the rights of creditors or any liens on the property of the statutory trust.
(5) Subject to the treatment of the ownership interests of the beneficial owners of the statutory trust under the articles of conversion, the ownership interests of the beneficial owners of the statutory trust shall cease to exist as beneficial interests of the statutory trust and continue to exist as ownership interests in the other entity.
(6) The conversion of the statutory trust to an other entity in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the statutory trust or the personal liability of any person incurred before the conversion.
(7) Unless otherwise provided in the articles of conversion, the converting statutory 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 statutory trust.
(8) A person becomes liable for any obligation incurred by the statutory trust before the completion of the conversion only to the extent provided for by the laws applicable to the other entity.
Conversion to statutory trust
(c)(1) This subsection applies on the completion of the conversion of an other entity to a statutory trust.
(2) The statutory trust, for all purposes of the laws of this State, shall be deemed to be the same entity as the converting other entity.
(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 statutory trust without further act or deed and shall be the property of the statutory 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.
(ii) The conversion of the other entity to a statutory trust does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the other entity before the conversion.
(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, partners, officers, trustees, or members of the other entity, or by the trustees or officers of the statutory trust.
(4)(i) The statutory trust shall be liable for all the debts and obligations of the other entity.
(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 other entity or any party, the statutory trust may be substituted as a party and a judgment against the other entity constitutes a lien on the property of the statutory trust.
(iii) A conversion does not impair the rights of creditors or any liens of the property of the other entity.
(5) The conversion of an other entity to a statutory 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.
(6) 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.
(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 beneficial interests in the statutory trust.

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, § 12-1004, MD CORP & ASSNS § 12-1004
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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