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 12-609 – Property Certificates
(a) In order to keep the land assessment records current in each county, the Department shall require a statutory trust, corporation, partnership, limited partnership, or limited liability company to submit with the articles of merger or consolidation a property certificate for each county where a merging or consolidating statutory trust, corporation, partnership, limited partnership, or limited […]
Section 12-610 – Consummation of Merger or Consolidation
(a) Consummation of a merger or consolidation has the effects provided in this section. (b) The separate existence of each statutory trust, other business entity or foreign business entity party to the articles of merger or consolidation, except the successor, ceases. (c) The beneficial interests of each statutory trust party to the articles of merger or consolidation which […]
Section 12-611 – Dissolution and Winding Up
(a) In the event that a statutory trust does not have perpetual existence, a statutory trust shall be dissolved and its affairs wound up as provided in its governing instrument. (b) On dissolution of a statutory trust and until the filing of a certificate of cancellation as provided in § 12–204(d) of this title, the trustees or […]