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2017 Maryland Code
Corporations and Associations
Title 9A - Maryland Revised Uniform Partnership Act
Subtitle 12 - Conversions of Partnerships.
§ 9A-1201. General rule.
Universal Citation: MD Corp & Assn Code § 9A-1201 (2017)
- (a) "Other entity" defined. -- 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 limited partnership, including a limited partnership registered as a limited liability limited partnership under § 10-805 of this article;
- (6) A foreign limited partnership;
- (7) A business trust, as defined in § 1-101 of this article; or
- (8) Another form of unincorporated business formed under the laws of this State or the laws of the United States, another state of the United States, a territory, possession, or district of the United States, or a foreign country.
- (b) Partnership to other entity. -- Unless the partnership agreement provides otherwise, a partnership organized under the laws of this State may convert to an other entity by:
- (1) Approving the conversion in accordance with § 9A-1202 of this subtitle; and
- (2) Filing for record with the Department articles of conversion executed in the manner required by Title 1 of this article.
- (c) Partnership to other entity -- Required filings. -- Before a partnership organized under the laws of this State may convert to an other entity in accordance with this subtitle, the partnership shall file or have filed for record with the Department:
- (1) A statement of authority in accordance with § 9A-303 of this title; or
- (2) A certificate of limited liability partnership in accordance with § 9A-1001 of this title.
- (d) Other entity to partnership. -- An other entity may convert to a partnership organized under the laws of this State by complying with the requirements of § 9A-1202 of this subtitle and filing for record with the Department:
- (1) Articles of conversion executed by at least two partners; and
- (2) A statement of partnership authority that complies with § 9A-303 of this title executed in the manner required by § 9A-105(b) of this title or, in the case of the conversion of an other entity to a limited liability partnership, a certificate of limited liability partnership that complies with § 9A-1001 of this title.
- (e) Other methods of conversion not precluded. -- The statutory conversion provisions of this subtitle do not preclude a partnership from being converted or merged by agreement or by operation of law.
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