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Home » US Law » 2022 Maryland Statutes » Corporations and Associations » Title 4A - Limited Liability Company Act » Subtitle 11 - Conversions of Limited Liability Companies

Section 4A-1101 – 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 partnership, as defined in § 9A–101 of this article;         (4)    A limited partnership, including a limited partnership registered or denominated as a limited liability limited partnership under §�10–805 […]

Section 4A-1102 – Approval and Objection

    (a)    Unless otherwise agreed, a limited liability company shall approve the conversion of the limited liability company to an other entity by the vote required under § 4A–403(d)(1) of this title.     (b)    An other entity seeking to convert to a limited liability company shall approve the conversion of the other entity to a limited liability company in […]

Section 4A-1103 – Articles of Conversion

    (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 liability company or other entity, as applicable;             (ii)    The members, partners, directors, trustees, officers, or other agents of the limited liability company or other entity; and             (iii)    Any other person affiliated with the limited liability […]

Section 4A-1104 – 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 limited liability company to an other entity.         (2)    The limited liability company shall cease to exist as a limited liability company and shall continue to exist as the other entity into which the limited liability company […]

Section 4A-1105 – Exchange or Conversion of Interests or Stock

    (a)    In a conversion of an other entity to a limited liability company, 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)    Membership interests in the limited liability company or stock, evidence of indebtedness, membership […]

Section 4A-1106 – Completion of Conversion

    (a)    The conversion of an other entity to a limited liability company shall be completed on the later of:         (1)    The formation of the limited liability company in accordance with this title; or         (2)    The effectiveness of articles of conversion filed for record with the Department.     (b)    The conversion of a limited liability company to an other entity shall […]

Section 4A-1107 – Abandonment of Proposed Conversion

    (a)    Unless otherwise agreed or the articles of conversion provide otherwise, a proposed conversion of a limited liability company to an other entity may be abandoned before the effective time of the articles of conversion by the vote required under § 4A–403(d)(1) of this title to approve the conversion.     (b)    Unless the articles of conversion provide otherwise, […]