§ 3-902. Approval of conversion.

   (a) Conversion of Maryland corporation to other entity. -- A conversion of a Maryland corporation to an other entity shall be approved in the manner provided by this section and in accordance with any additional requirements set forth in the Maryland corporation's charter.

(b) Approval by board of directors. -- A conversion of a Maryland corporation need be approved only by a majority of its board of directors if there is no stock outstanding or subscribed for.

(c) Procedure for board of director approval. -- The board of directors of a Maryland corporation that proposes to convert to an other entity shall:

   (1) Adopt a resolution declaring that the proposed conversion is advisable on substantially the terms and conditions set forth or referred to in the resolution; and

   (2) Direct that the proposed conversion be submitted for consideration at an annual or a special meeting of the stockholders.

(d) Notice of purpose of special meeting. -- Notice stating that a purpose of the meeting will be to act on the proposed conversion shall be given by the corporation in the manner required by Title 2 of this article to:

   (1) Each of its stockholders entitled to vote on the proposed transaction; and

   (2) Each of its stockholders not entitled to vote on the proposed transaction.

(e) Approval by stockholders. -- The proposed conversion shall be approved by the stockholders of the Maryland corporation by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter.

(f) Conversion of other entity to Maryland corporation. -- A conversion of an other entity to a Maryland corporation shall be approved in the manner and by the vote required by its governing document and the laws of the place in which it is incorporated or organized.

HISTORY: 2013, ch. 527, § 2; ch. 528, § 2.