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Unannotated Code of Maryland (Last Updated: May 16, 2014) |
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CORPORATIONS AND ASSOCIATIONS |
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TITLE 3. CORPORATIONS IN GENERAL -- EXTRAORDINARY ACTIONS |
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SUBTITLE 9. CONVERSIONS OF CORPORATIONS. |
§ 3-901. General rule.
Latest version.
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(a) "Other entity" defined. -- 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) Procedures for conversion -- Maryland corporation to other entity. -- 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) Procedures for conversion -- Other entity to Maryland corporation. -- 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 1 of this article and otherwise complying with the Maryland General Corporation Law.