2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 12 - Conversions of Partnerships › Section 9A-1204 - Effects of Conversion

(a)    A conversion has the effects provided in this section.
(b)    (1)    This subsection applies on the conversion of a partnership organized under the laws of this State to an other entity.
(2)    The partnership shall cease to exist as a partnership under the laws of this State and shall continue to exist as the other entity into which the partnership 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 partnership.
(3)    (i)    All the assets of the partnership, 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 partnership shall not revert or be in any way impaired by reason of a conversion under this subtitle.
(ii)    The conversion of the partnership to an other entity does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the partnership 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 partnership by its last acting partners, or by the appropriate authorized persons, general partners, officers, trustees, or members of the other entity.
(4)    (i)    The other entity shall be liable for all the debts and obligations of the partnership.
(ii)    An existing claim, action, or proceeding pending by or against the partnership 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 partnership 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 partnership.
(5)    Subject to the treatment of the ownership interests of the partners of the partnership under the articles of conversion and to the rights of an objecting partner under this subtitle, the ownership interests of the partners of the partnership cease to exist as partnership interests in the converted partnership and continue to exist as ownership interests in the other entity.
(6)    (i)    The conversion of the partnership to an other entity in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the partnership or the personal liability of any person incurred before the completion of the conversion.
(ii)    Subject to Subtitles 7 and 8 of this title, a partner of the partnership remains liable for all the debts and obligations of the partnership for which the partner was liable before the completion of the conversion.
(7)    Unless otherwise provided in the articles of conversion, the converting partnership 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 partnership.
(8)    A person becomes liable for any obligation incurred by the partnership 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 partnership organized under the laws of this State.
(2)    The partnership, 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 partnership without further act or deed and shall be the property of the partnership, 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 partnership 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, general partners, officers, trustees, or members of the other entity, or by the partners of the partnership.
(4)    (i)    The partnership 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 partnership or any party, the partnership may be substituted as a party, and a judgment against the other entity constitutes a lien on the property of the partnership.
(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 partnership 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 partner of the partnership after the completion of the conversion is liable for:
(i)    All obligations of the other entity for which the partner was personally liable before the completion of the conversion; and
(ii)    Except as provided in § 9A–306(c) of this title, all obligations of the converted partnership incurred after the conversion is completed.
(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 partnership interests in the partnership.