§ 3-907. Abandonment of proposed conversion.

   (a) Maryland corporation to other entity. -- Unless the charter of the Maryland corporation or articles of conversion provide otherwise, a proposed conversion of a Maryland corporation to an other entity may be abandoned before the effective date of the articles of conversion by majority vote of the entire board of directors of the Maryland corporation.

(b) Other entity to Maryland corporation. -- Unless the articles of conversion provide otherwise, a proposed conversion of an other entity to a Maryland corporation may be abandoned in the manner and by the vote required by the governing document of the other entity and the laws of the place in which it is incorporated or organized or, if no manner and vote is specified, in the manner and by the vote required to approve the conversion under § 3-902 of this subtitle.

(c) Notice to Department. -- If the articles of conversion have been filed with the Department, notice of the abandonment shall be given promptly to the Department.

(d) Liability. --

   (1) If the proposed conversion is abandoned as provided in this section, no legal liability arises under the articles of conversion.

   (2) Abandonment of a conversion under this section does not prejudice the rights of any person under any other contract made by a Maryland corporation in connection with the proposed conversion.

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