Md. Code Ann., Corps. & Ass'ns § 3-901
Conversion of corporation to other business entity
Effective Oct 1, 2014Added by Acts 2013, c. 527, § 2, eff. Oct. 1, 2013; Acts 2013, c. 528, § 2, eff. Oct. 1, 2013. Amended by Acts 2014, c. 550, § 1, eff. Oct. 1, 2014; Acts 2014, c. 551, § 1, eff. Oct. 1, 2014.State of Maryland
(a) In this subtitle, “other entity” means:
- (1) A foreign corporation, as defined in § 1-101 of this article;
- (2) A domestic limited liability company, as defined in § 4A-101 of this article;
- (3) A foreign limited liability company, as defined in § 4A-101 of this article;
- (4) A partnership, as defined in § 9A-101 of this article;
- (5) A limited partnership, as defined in § 10-101 of this article, including a limited partnership registered as a limited liability limited partnership under § 10-805 of this article;
- (6) A foreign limited partnership, as defined in § 10-101 of this article;
- (7) A business trust, as defined in § 1-101 of this article; or
- (8) 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.
(b) Unless the charter provides otherwise, a Maryland corporation may convert to an other entity by:
- (1) Approving the conversion in accordance with § 3-902 of this subtitle; and
- (2) Filing for record with the Department articles of conversion executed in the manner required by Title 1 of this article.
(c) An other entity may convert to a Maryland corporation having capital stock by complying with § 3-902 of this subtitle and filing for record with the Department:
- (1) Articles of conversion executed in the manner required by Title 1 of this article; and
- (2) Articles of incorporation, which shall include the name of the converting other entity, executed in the manner required by Title 2 of this article and otherwise complying with the Maryland General Corporation Law.
Added by Acts 2013, c. 527, § 2, eff. Oct. 1, 2013; Acts 2013, c. 528, § 2, eff. Oct. 1, 2013. Amended by Acts 2014, c. 550, § 1, eff. Oct. 1, 2014; Acts 2014, c. 551, § 1, eff. Oct. 1, 2014.