2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 4A-213 - Effect of converting partnership to limited liability company
(a) Same entity. -- A general or limited partnership that has been converted to a limited liability company pursuant to § 4A-211 of this subtitle shall be deemed for all purposes the same entity that existed before the conversion.
(b) Property ownership; obligations and liabilities. -- When a conversion takes effect:
(1) All property owned by the converting general or limited partnership or the converting proprietorship remains vested in the converted entity;
(2) All obligations and liabilities of the converting general or limited partnership or the converting proprietorship remain vested in the converted entity; and
(3) An action or proceeding pending against the converting general or limited partnership or the converting proprietorship may be continued as if the conversion had not occurred.
(c) Certificate of cancellation. -- In the case of a limited partnership that has been converted pursuant to § 4A-211 of this subtitle, the articles of organization filed pursuant to § 4A-211(a) of this subtitle shall serve as a certificate of cancellation of the converting limited partnership.
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