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Statutes Text

Article - Corporations and Associations




§10–7A–03.

    (a)    In this section, “facts ascertainable outside the articles of conversion” includes:

        (1)    An action or a determination by any person, including:

            (i)    The limited partnership or other entity, as applicable;

            (ii)    The partners, members, directors, trustees, officers, or other agents of the limited partnership or other entity; and

            (iii)    Any other person affiliated with the limited partnership or other entity; and

        (2)    Any other event.

    (b)    Articles of conversion shall be filed for record with the Department.

    (c)    In a conversion of a limited partnership to an other entity, the articles of conversion shall set forth:

        (1)    The name of the limited partnership and the date of filing of its original certificate of limited partnership with the Department;

        (2)    The name of the other entity to which the limited partnership will be converted and the place of incorporation or organization of the other entity;

        (3)    A statement that the conversion has been approved in accordance with the provisions of this subtitle;

        (4)    The manner and basis of converting or exchanging partnership interests in the limited partnership into shares of stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity, or other consideration, and the treatment of any partnership interests not to be converted or exchanged, any of which may be made dependent on facts ascertainable outside the articles of conversion;

        (5)    The future effective time, which shall be a time certain, of the articles of conversion, if the articles of conversion are not to be effective on the acceptance for record of the articles of conversion;

        (6)    If the other entity is not organized under the laws of this State:

            (i)    The location of the principal office in the place where it is organized; and

            (ii)    The name and address of the resident agent in this State; and

        (7)    Any other provision necessary to effect the conversion.

    (d)    In a conversion of an other entity to a limited partnership, the articles of conversion shall set forth:

        (1)    The name of the other entity, the date on which the other entity was first created, and the place of incorporation or organization of the other entity;

        (2)    The name of the limited partnership to which the other entity will be converted;

        (3)    A statement that the conversion has been approved in accordance with the provisions of this subtitle;

        (4)    The manner and basis of converting or exchanging any outstanding shares of stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity into partnership interests in the limited partnership or other consideration, and the treatment of any outstanding shares of stock, membership interests, partnership interests, beneficial interests, or other ownership interests not to be converted or exchanged, any of which may be made dependent on facts ascertainable outside the articles of conversion;

        (5)    The future effective time, which shall be a time certain, of the articles of conversion, if the articles of conversion are not to be effective on the acceptance for record of the articles of conversion; and

        (6)    Any other provision necessary to effect the conversion.

    (e)    The articles of conversion may contain a future effective time for the articles of conversion that is not later than 30 days after the articles of conversion are accepted for record.