2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 11 - Conversions of Limited Liability Companies › 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 has converted, and the other entity shall, for all purposes of the laws of this State, be deemed to be the same entity as the converting limited liability company.
(3)    (i)    All the assets of the limited liability company, 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 limited liability company shall not revert or be in any way impaired by reason of a conversion under this subtitle.
(ii)    The conversion of the limited liability company to an other entity does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the limited liability company 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 limited liability company by its last acting authorized persons or by the appropriate authorized persons, 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 limited liability company.
(ii)    An existing claim, action, or proceeding pending by or against the limited liability company 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 limited liability company 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 limited liability company.
(5)    Subject to the treatment of the ownership interests of the members of the limited liability company under the articles of conversion and to the rights of an objecting member under this subtitle, the ownership interests of the members of the limited liability company cease to exist as membership interests in the converted limited liability company and continue to exist as ownership interests in the other entity.
(6)    The conversion of the limited liability company to an other entity in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the limited liability company or the personal liability of any person incurred before the completion of the conversion.
(7)    Unless otherwise provided in the articles of conversion, the converting limited liability company 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 limited liability company.
(8)    A person becomes liable for any obligation incurred by the limited liability company 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 limited liability company.
(2)    The limited liability company, 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 limited liability company without further act or deed and shall be the property of the limited liability company, 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 limited liability company 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 an authorized person of the limited liability company.
(4)    (i)    The limited liability company 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 limited liability company or any party, the limited liability company may be substituted as a party, and a judgment against the other entity constitutes a lien on the property of the limited liability company.
(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 limited liability company 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 membership interests in the limited liability company.