MD. Corporations and Associations Code Ann. §  3-904 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 9 - Conversions of Corporations|Section 3-904 - Effect 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 Maryland corporation to an other entity.        (2)    The Maryland corporation shall cease to exist as a Maryland corporation and shall continue to exist as the other entity into which the Maryland corporation has converted, and the other entity, for all purposes of the laws of this State, shall be deemed to be the same entity as the converting Maryland corporation.        (3)    (i)    All the assets of the Maryland corporation, including any legacies that it would have been capable of taking, shall vest in and devolve on the other entity without further act or deed and shall be the property of the other entity, and the title to any real property vested by deed or otherwise in the Maryland corporation shall not revert or be in any way impaired by reason of a conversion under this subtitle.            (ii)    The conversion of the Maryland corporation to an other entity does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the Maryland corporation before the conversion.            (iii)    Confirmatory deeds, assignments, or similar instruments to evidence the conversion may be executed and delivered at any time in the name of the Maryland corporation by its last acting officers or by the appropriate authorized persons, partners, trustees, or members of the other entity.        (4)    (i)    The other entity shall be liable for all the debts and obligations of the Maryland corporation.            (ii)    An existing claim, action, or proceeding pending by or against the Maryland corporation may be prosecuted to judgment as if the conversion had not taken place, or, on motion of the other entity or any party, the other entity may be substituted as a party and a judgment against the Maryland corporation constitutes a lien on the property of the other entity.            (iii)    A conversion does not impair the rights of creditors or any liens on the property of the Maryland corporation.        (5)    Subject to the treatment of the ownership interests of the stockholders of the Maryland corporation under the articles of conversion and to the rights of an objecting stockholder under § 3–202 of this title, the ownership interests of the stockholders of the Maryland corporation cease to exist as stock in the converted Maryland corporation and continue to exist as ownership interests in the other entity.        (6)    The conversion of the Maryland corporation to an other entity in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the Maryland corporation or the personal liability of any person incurred before the conversion.        (7)    Unless otherwise provided in the articles of conversion, the converting Maryland corporation is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion does not constitute dissolution or a transfer of assets or liabilities of the Maryland corporation.        (8)    A person becomes liable for any obligation incurred by the Maryland corporation before the completion of the conversion only to the extent provided for by the laws applicable to the other entity.    (c)    (1)    This subsection applies on the conversion of an other entity to a Maryland corporation.        (2)    The Maryland corporation, for all purposes of the laws of this State, shall be deemed to be the same entity as the converting other entity.        (3)    (i)    All the assets of the other entity, including any legacies that it would have been capable of taking, vest in and devolve on the Maryland corporation without further act or deed and shall be the property of the Maryland corporation, and the title to any real property vested by deed or otherwise in the other entity shall not revert or be in any way impaired by reason of a conversion under this subtitle.            (ii)    The conversion of the other entity to a Maryland corporation does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the other entity before the conversion.            (iii)    Confirmatory deeds, assignments, or similar instruments to evidence the conversion may be executed and delivered at any time in the name of the other entity by the appropriate authorized persons, partners, officers, trustees, or members of the other entity or by the officers of the Maryland corporation.        (4)    (i)    The Maryland corporation shall be liable for all the debts and obligations of the other entity.            (ii)    An existing claim, action, or proceeding pending by or against the other entity may be prosecuted to judgment as if the conversion had not taken place, or, on motion of the other entity or any party, the Maryland corporation may be substituted as a party and a judgment against the other entity constitutes a lien on the property of the Maryland corporation.            (iii)    A conversion does not impair the rights of creditors or any liens on the property of the other entity.        (5)    The conversion of an other entity to a Maryland corporation in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the other entity or the personal liability of any person incurred before the completion of the conversion.        (6)    A person remains liable for any obligation incurred by the other entity before the completion of the conversion only to the extent that the person would have been liable if the conversion had not occurred.        (7)    Subject to the treatment of the ownership interests of the owners of the other entity under the articles of conversion, the ownership interests of the owners of the other entity cease to exist as ownership interests in the converted other entity and continue to exist as shares of stock in the Maryland corporation.