Section 12-911 – Law Governing Merger
(a) If a foreign statutory trust that owns property rights, privileges, franchises, or other assets located in this State is a party to a merger in which a foreign business entity is the successor, the transfer to, vesting in, or devolution on the successor of the property rights, privileges, franchises, or other assets of the nonsurviving […]
Section 12-912 – Forfeiture of Right to Do Business
(a) The Department may forfeit the right of a foreign statutory trust to do business in the State if the foreign statutory trust fails to file with the Department any report or fails to pay any late filing penalty required by law: (1) Within the time required by law; and (2) Thereafter, within 30 days after the Department […]
Section 12-1001 – General Rule
(a) In this subtitle, “other entity” means: (1) A Maryland corporation incorporated under Title 2 of this article; (2) A foreign corporation, as defined in § 1–101 of this article; (3) A domestic limited liability company, as defined in § 4A–101 of this article; (4) A foreign limited liability company, as defined in § 4A–101 of this article; (5) A partnership, […]
Section 12-1002 – Approval
(a) Except as provided in the governing instrument, a conversion of a statutory trust to an other entity shall be approved by a majority of the trustees and by the beneficial owners by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter. (b) A conversion of an other entity to […]
Section 12-1003 – Articles of Conversion
(a) In this section, “facts ascertainable outside the articles of conversion” includes: (1) An action or determination by any person, including: (i) The statutory trust or other entity, as applicable; (ii) The trustees, directors, partners, members, officers, or other agents of the statutory trust or other entity; and (iii) Any other person affiliated with the statutory trust or other entity; […]
Section 12-1004 – Effects of Conversion
(a) A conversion has the effects provided in this section. (b) (1) This subsection applies on the completion of the conversion of a statutory trust to an other entity. (2) The statutory trust shall cease to exist as a statutory trust and shall continue to exist as the other entity into which the statutory trust has converted, and the […]
Section 12-1005 – Exchange or Conversion of Interests and Stock
(a) In a conversion of an other entity to a statutory trust, the stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity may be exchanged for or converted into any one or more of the following: (1) Beneficial interests of the statutory trust or stock, evidence of indebtedness, membership interests, partnership […]
Section 12-1006 – Completion of Conversion
(a) The conversion of an other entity to a statutory trust shall be completed on the later of: (1) The formation of the statutory trust in accordance with this title; or (2) The effectiveness of articles of conversion filed for record with the Department. (b) The conversion of a statutory trust to an other entity shall be completed on […]
Section 12-903 – Name
A foreign statutory trust may register with the Department under any name, whether or not it is the name under which it is registered in its jurisdiction of formation, as provided under Title 1, Subtitle 5 of this article.
Section 12-1007 – Abandonment of Proposed Conversion
(a) Except as provided in the governing instrument, unless the articles of conversion provide otherwise, the proposed conversion of a statutory trust to an other entity may be abandoned before the effective date of the articles of conversion by majority vote of the trustees of the statutory trust. (b) Unless the articles of conversion provide otherwise, the […]