reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 7 - Miscellaneous › Section 5-702 - Assets Subject to Charitable or Other Restrictions

(a)    A charitable or religious Maryland nonstock corporation may petition a court of equity for a decree under § 5–209 of this title if:
(1)    The dissolution of the corporation involves provisions for disposition of assets under § 5–208(b)(2) or (3) of this title; or
(2)    A consolidation, merger, or transfer of assets of the corporation under § 5–207 of this title involves similar provisions for the successor corporation.
(b)    The failure to petition a court of equity and obtain a decree does not affect the otherwise valid actions of the corporation in dissolution, consolidation, or merger, or in a transfer of assets.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 7 - Miscellaneous › Section 5-703 - Restrictions on Transferability of Stock of Radio Stations

(a)    As used in this section, “aliens” means the following and their representatives:
(1)    An alien;
(2)    A foreign government;
(3)    A corporation, joint-stock company, or association organized under the laws of a foreign country; and
(4)    Any other corporation, joint-stock company, or association controlled directly or indirectly by one or more aliens.
(b)    Any Maryland corporation which conducts business under a license or grant of authority issued pursuant to a statute or regulation of the United States government, this State, or any agency of either, which statute or regulation provides that the license or grant of authority may not be granted to or held by, or the business may not be conducted by, a corporation of which more than a specified percentage of the capital stock or voting interests is owned of record or controlled by aliens, or which license or grant of authority permits an agency to restrict, limit or revoke the license or grant of authority or the right to conduct the business in such circumstances, or any Maryland corporation controlling directly or indirectly any corporation, joint-stock company or association which conducts its business or any portion of its business under the license or grant of authority, may, by its bylaws, restrict or limit the transferability to, ownership by, or voting rights of shares of its stock, whether issued or to be issued in the hands of aliens to the extent appropriate to comply with the applicable statute or regulation. Any requirements of § 8-204 of the Commercial Law Article and of § 2-211 of this article with respect to limitations or restrictions need only be complied with as to certificates for such shares issued after the adoption of such bylaws.
2023 Maryland Statutes › Corporations and Associations › Title 7 - Foreign Corporations › Subtitle 1 - Registration of Name; Doing Business in State › Section 7-103 - Activities Not Considered Intrastate Business

In addition to any other activities which may not constitute doing intrastate business in this State, for the purposes of this article, the following activities of a foreign corporation do not constitute doing intrastate business in this State:
(1)    Maintaining, defending, or settling an action, suit, claim, dispute, or administrative or arbitration proceeding;
(2)    Holding meetings of its directors or stockholders or carrying on other activities which concern its internal affairs;
(3)    Maintaining bank accounts;
(4)    Maintaining offices or agencies for the transfer, exchange, and registration of its securities;
(5)    Appointing and maintaining trustees or depositaries with respect to its securities;
(6)    Transacting business exclusively in interstate or foreign commerce; and
(7)    Conducting an isolated transaction not in the course of a number of similar transactions.
2023 Maryland Statutes › Corporations and Associations › Title 7 - Foreign Corporations › Subtitle 1 - Registration of Name; Doing Business in State › Section 7-104 - Activities Not Considered Intrastate, Interstate, or Foreign Business

In addition to any other activities which may not constitute doing intrastate, interstate, or foreign business in this State, for the purposes of this article, the following activities of a foreign corporation do not constitute doing intrastate, interstate, or foreign business in this State:
(1)    Foreclosing mortgages and deeds of trust on property in this State;
(2)    As a result of default under a mortgage or deed of trust, acquiring title to property in this State by foreclosure, deed in lieu of foreclosure, or otherwise;
(3)    Holding, protecting, renting, maintaining, and operating property in this State so acquired; and
(4)    Selling or transferring the title to property in this State so acquired to any person, including the Federal Housing Administration or the Veterans Administration.
2023 Maryland Statutes › Corporations and Associations › Title 7 - Foreign Corporations › Subtitle 2 - Registration and Qualification of Corporation › Section 7-201 - Exceptions to Required Registration and Qualification

This subtitle does not apply to:
(1)    An insurance company subject to the provisions of the Insurance Article;
(2)    A railroad operating in this State;
(3)    A national bank that:
(i)    Has its main office located in this State; or
(ii)    Does not maintain a branch in this State;
(4)    A federal credit union; or
(5)    A foreign nonstock corporation whose only activity in this State is supplying police, fire, rescue, or emergency services personnel on a nonprofit basis to assist in an area covered by a state of emergency declared by the Governor under § 14-107 of the Public Safety Article.
2023 Maryland Statutes › Corporations and Associations › Title 7 - Foreign Corporations › Subtitle 2 - Registration and Qualification of Corporation › Section 7-202 - Registration to Do Interstate and Foreign Business

(a)    Unless it is qualified to do business under § 7–203 of this subtitle, before doing any interstate or foreign business in this State, a foreign corporation shall register with the Department.
(b)    To register, the corporation shall:
(1)    Certify to the Department:
(i)    The address of the corporation; and
(ii)    1.    The name and address of the corporation’s resident agent in this State; or
2.    That the corporation is appointing the Department as its resident agent; and
(2)    Provide proof acceptable to the Department of good standing in the jurisdiction where it currently is organized.
(c)    Unless terminated by the corporation, the registration is effective as long as the corporation has a resident agent in this State.
2023 Maryland Statutes › Corporations and Associations › Title 7 - Foreign Corporations › Subtitle 2 - Registration and Qualification of Corporation › Section 7-202.1 - Registration to Do Interstate Business

(a)    This section does not apply to the property that a foreign corporation acquires by any means enumerated in § 7-104 of this title.
(b)    Unless it is required to qualify to do business under § 7-203 of this subtitle, a foreign corporation that owns income-producing real or tangible personal property in this State shall register with the Department to do interstate business.
2023 Maryland Statutes › Corporations and Associations › Title 7 - Foreign Corporations › Subtitle 2 - Registration and Qualification of Corporation › Section 7-203 - Qualification to Do Intrastate Business

(a)    Before doing any intrastate business in this State, a foreign corporation shall qualify with the Department.
(b)    To qualify, the corporation shall:
(1)    Certify to the Department:
(i)    The address of the corporation; and
(ii)    1.    The name and address of the corporation’s resident agent in this State; or
2.    That the corporation is appointing the Department as its resident agent; and
(2)    Provide proof acceptable to the Department of good standing in the jurisdiction where it currently is organized.
(c)    Unless terminated by the corporation, the qualification is effective as long as:
(1)    The corporation has a resident agent in this State;
(2)    The corporation does not forfeit its right to do intrastate business under the laws of this State; and
(3)    If the corporation qualifies or changes its name after June 1, 1951, the name of the corporation complies with the requirements of Title 1, Subtitle 5 of this article.
2023 Maryland Statutes › Corporations and Associations › Title 7 - Foreign Corporations › Subtitle 2 - Registration and Qualification of Corporation › Section 7-205 - Maintenance and Certification of Resident Agent, Mailing Address, and Principal Office

(a)    As long as it is subject to suit in this State, a foreign corporation which has registered or qualified to do business in this State shall maintain:
(1)    A resident agent in this State whose name and address is certified to the Department; and
(2)    An address which is certified to the Department.
(b)    The Department may act as a resident agent for a foreign corporation that does business in this State:
(1)    Without a resident agent; or
(2)    With a resident agent who cannot be found or served with the exercise of reasonable diligence.
(c)    A foreign corporation registered or qualified to do business in this State:
(1)    At any time may certify to the Department the address of a principal office in this State, which may be a business office of the corporation; and
(2)    With respect to an address so certified, shall certify to the Department:
(i)    Any subsequent change in the address of the principal office; and
(ii)    The fact that it no longer has the principal office in this State.
(d)    Except as provided in subsection (e) of this section, each certification by a foreign corporation which relates to its resident agent, address, or principal office shall be executed for the corporation by its president or one of its vice–presidents.
(e)    A foreign corporation and its resident agent may change the resident agent, his address, or the address of a principal office of the corporation in the same manner as provided for a Maryland corporation under § 2–108 of this article.
(f)    (1)    A resident agent of a foreign corporation may resign by filing with the Department a counterpart or photocopy of his signed resignation.
(2)    Unless a later time is specified in the resignation, it is effective:
(i)    At the time it is filed with the Department, if the corporation has appointed a successor resident agent; or
(ii)    Ten days after it is filed with the Department, if the corporation has not appointed a successor resident agent.
2023 Maryland Statutes › Corporations and Associations › Title 7 - Foreign Corporations › Subtitle 2 - Registration and Qualification of Corporation › Section 7-206 - Statement of Certain Actions to Be Filed With Department

(a)    A foreign corporation that is qualified or registered to do business in this State shall file an officially certified statement with the Department within 60 days after the corporation:
(1)    Merges into another corporation;
(2)    Consolidates with another corporation;
(3)    Dissolves; or
(4)    Amends or supplements the instrument under which it was organized to change the name of the corporation or terminate its existence.
(b)    The officially certified statement shall:
(1)    Be executed by the official of that place who has custody of the pertinent record; and
(2)    Include the action taken and the date the action was taken.
(c)    (1)    A representative of the successor corporation shall file with the Department an affidavit indicating whether the corporation, partnership, limited partnership, or limited liability company merging out of existence or consolidating owns an interest in land in Maryland.
(2)    The Department may not process a filing under this section until the information required by this subsection and § 3-117 of this article is provided.
2023 Maryland Statutes › Corporations and Associations › Title 7 - Foreign Corporations › Subtitle 2 - Registration and Qualification of Corporation › Section 7-208 - Termination of Registration or Qualification

(a)    A foreign corporation registered or qualified under this subtitle may terminate its registration or qualification as provided in this section.
(b)    To terminate, the corporation shall file with the Department an application for termination.
(c)    The application for termination shall be executed for the corporation by its president or one of its vice-presidents. The application shall include:
(1)    The name of the corporation, and the address of any principal office in this State;
(2)    The name and address of its resident agent in this State;
(3)    A statement that the corporation:
(i)    In the case of termination of qualification, no longer transacts any intrastate business in this State; or
(ii)    In the case of termination of registration, no longer transacts any interstate or foreign business in this State; and
(4)    A statement that the corporation:
(i)    Wishes to terminate its registration or qualification to do business in this State; and
(ii)    Has filed all reports required by law and has paid all taxes due by it to the State and any of its political subdivisions as of the date of the application for termination.
(d)    The Department shall issue a certificate of termination to the corporation if all reports required by Title 11 of the Tax - Property Article have been filed.
2023 Maryland Statutes › Corporations and Associations › Title 7 - Foreign Corporations › Subtitle 2 - Registration and Qualification of Corporation › Section 7-209 - Public Index of Names and Addresses

The Department shall keep a public index of:
(1)    The name and address of the resident agent and address of each foreign corporation registered or qualified with the Department; and
(2)    The address of any principal office in this State which is certified to the Department by a foreign corporation.
2023 Maryland Statutes › Corporations and Associations › Title 7 - Foreign Corporations › Subtitle 2 - Registration and Qualification of Corporation › Section 7-210 - Compliance With Subtitle Is Not Consent to Suit

With respect to any cause of action on which a foreign corporation would not otherwise be subject to suit in this State, compliance with this subtitle:
(1)    Does not of itself render a foreign corporation subject to suit in this State; and
(2)    Is not considered as consent by it to be sued in this State.
2023 Maryland Statutes › Corporations and Associations › Title 7 - Foreign Corporations › Subtitle 3 - Sanctions › Section 7-301 - Failure to Register or Qualify -- Maintenance of Suit

If a foreign corporation is doing or has done any intrastate, interstate, or foreign business in this State without complying with the requirements of Subtitle 2 of this title, neither the corporation nor any person claiming under it may maintain a suit in any court of this State unless it shows to the satisfaction of the court that:
(1)    The foreign corporation or the person claiming under it has paid the penalty specified in § 7-302 of this subtitle; and
(2)    Either:
(i)    The foreign corporation or a foreign corporation successor to it has complied with the requirements of Subtitle 2 of this title; or
(ii)    The foreign corporation and any foreign corporation successor to it are no longer doing intrastate, interstate, or foreign business in this State.
2023 Maryland Statutes › Corporations and Associations › Title 7 - Foreign Corporations › Subtitle 3 - Sanctions › Section 7-302 - Failure to Register or Qualify -- Fines

(a)    (1)    If a foreign corporation does any intrastate, interstate, or foreign business in this State without qualifying or registering as required by Subtitle 2 of this title, the Department shall impose a penalty of $200 on the corporation.
(2)    This penalty may be reduced or abated under § 14-704 of the Tax - Property Article.
(b)    Each officer of a foreign corporation which does intrastate, interstate, or foreign business in this State without qualifying or registering as required by Subtitle 2 of this title, and each agent of the foreign corporation who transacts intrastate, interstate, or foreign business in this State for it is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $1,000.
2023 Maryland Statutes › Corporations and Associations › Title 7 - Foreign Corporations › Subtitle 3 - Sanctions › Section 7-303 - Failure of Qualified Corporation to File Certified Statement

If a foreign corporation which is qualified to do business in this State fails to comply with the provisions of § 7-206 of this title, the Department shall impose a penalty of $5 on the corporation and an additional penalty of $1 for each ten days or a fractional part of ten days during which the failure to comply continues. These penalties may be reduced or abated under § 14-704 of the Tax - Property Article.
2023 Maryland Statutes › Corporations and Associations › Title 7 - Foreign Corporations › Subtitle 3 - Sanctions › Section 7-304 - Failure of Corporation to File Required Report or Pay Late Filing Penalties

(a)    The Department may forfeit the right of any foreign corporation to do intrastate business in this State if the corporation fails to file with the Department any report or fails to pay any late filing penalties required by law:
(1)    Within the time required by law; and
(2)    Thereafter, within 30 days after the Department makes a written demand for the delinquent report or late filing penalties.
(b)    Unless the Department excuses a reasonable delay for good cause shown, the forfeiture is effective 15 days after written notice of forfeiture from the Department, without proceedings of any kind either at law or in equity.
(c)    The demand for a delinquent report or late filing penalties and the notice of forfeiture shall be addressed to the corporation:
(1)    At its address on file with the Department; or
(2)    If it has no address on file with the Department, in care of the Secretary of State or corresponding official of the place where it was organized or is existing, if known to the Department.
(d)    On forfeiture of its right to do intrastate business in this State, the foreign corporation is subject to the same rules, legal provisions, and sanctions as if it had never qualified or been licensed to do business in this State.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 1 - Definitions; General Provisions › Section 8-101 - Definitions

(a)    In this title the following words have the meanings indicated.
(b)    “Declaration of trust” means the declaration of trust filed with the Department for the purpose of forming a real estate investment trust, as specified in § 8–202 of this title, either as originally accepted for record or as amended, corrected, or supplemented by articles of amendment, articles of amendment and restatement, articles supplementary, articles of merger, or a certificate of correction.
(c)    “Real estate investment trust” means an unincorporated business trust or association formed under this title in which property is acquired, held, managed,  administered, controlled, invested, or disposed of for the benefit and profit of any person who may become a shareholder.
(d)    “Share” means a transferable unit of beneficial interest in a real estate investment trust.
(e)    “Shareholder” means a person who is a record holder of shares.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 1 - Definitions; General Provisions › Section 8-102 - Recognized Entity

A real estate investment trust:
(1)    Is a permitted form of unincorporated business trust or association;
(2)    Is a separate legal entity; and
(3)    May conduct business in the State in accordance with this title.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 1 - Definitions; General Provisions › Section 8-103 - Construction of Title

(a)    This title does not limit present law as it applies to the creation of or doing of business in the State by a “business trust” other than a Maryland real estate investment trust.
(b)    To the extent any provision of this title is contrary to or inconsistent with §§ 856 through 858 of the Internal Revenue Code or the regulations adopted under those sections, the latter shall prevail as to any real estate investment trust qualifying under those sections and regulations.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 2 - Formation and Qualification › Section 8-204 - Security for Payment of Taxes

(a)    A real estate investment trust shall post the security for taxes required under § 13-825 of the Tax - General Article.
(b)    If the Comptroller waives the requirement of a security, the Comptroller shall notify the Department in writing of the waiver.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 2 - Formation and Qualification › Section 8-205 - Removal of Trustee

(a)    The shareholders of a real estate investment trust may remove any trustee, with or without cause, by the affirmative vote of a majority of all the votes entitled to be cast generally for the election of trustees, except:
(1)    As provided in subsection (b) of this section;
(2)    As otherwise provided in the declaration of trust of the real estate investment trust; or
(3)    For a real estate investment trust that has elected to be subject to § 3-804(a) of this article.
(b)    Unless the declaration of trust of the real estate investment trust provides otherwise:
(1)    If the shareholders of any class or series are entitled separately to elect one or more trustees, a trustee elected by shareholders of that class or series may not be removed without cause except by the affirmative vote of a majority of all the votes of that class or series;
(2)    If a real estate investment trust has cumulative voting for the election of trustees and less than the entire board is to be removed, a trustee may not be removed without cause if the votes cast against the trustee’s removal would be sufficient to elect the trustee if then cumulatively voted at an election of the entire board of trustees, or, if there is more than one class of trustees, at an election of the class of trustees of which the trustee is a member; and
(3)    If the trustees have been divided into classes, a trustee may not be removed without cause.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 2 - Formation and Qualification › Section 8-206 - Trustee Committees; Delegation of Powers

(a)    The board of trustees of a real estate investment trust may establish one or more committees of the board of trustees composed of one or more trustees and for the delegation to those committees of any of the powers of the board of trustees.
(b)    Notwithstanding subsection (a) of this section, the declaration of trust or bylaws of a real estate investment trust, or any agreement to which the real estate investment trust is a party and which has been approved by the board of trustees, may provide for:
(1)    The establishment of one or more standing committees or for the creation of one or more committees upon the occurrence of certain events; and
(2)    The composition of the membership, and the qualifications and the voting and other rights of members of any such committee, subject to the continued service of members of the committee as trustees.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 2 - Formation and Qualification › Section 8-207 - Federal Qualification by Issuance of Shares Without Consideration

Notwithstanding any other provision of the Maryland REIT Law, a real estate investment trust may issue shares of beneficial interest without consideration for the purpose of qualifying the real estate investment trust as a real estate investment trust under the Internal Revenue Code.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 3 - Powers › Section 8-303 - Voting Trust

One or more shareholders of a real estate investment trust may confer the right to vote or otherwise represent their shares to a trustee by:
(1)    Entering into a written voting trust agreement which specifies the terms and conditions of the voting trust;
(2)    Depositing an executed copy of the agreement with the real estate investment trust at its principal office; and
(3)    Transferring their shares for purposes of the agreement to a trustee.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 4 - Annual Report; Inspection of Records; Fees › Section 8-402 - Inspection of Records

(a)    Each declaration of trust and annual report filed with the Department is a matter of public record.
(b)    (1)    The Department may inspect the records of a real estate investment trust at any reasonable time.
(2)    A shareholder has the same right to inspect the records of the real estate investment trust as has a stockholder in a corporation under Title 2 of this article.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 4 - Annual Report; Inspection of Records; Fees › Section 8-403 - Fees

(a)    A real estate investment trust shall pay the fees required under §§ 1-203 and 1-204 of this article.
(b)    To compute fees under this section, a real estate investment trust shall treat certificates of beneficial interest as if they were shares of stock in a corporation.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 5 - Amendments and Termination of Existence › Section 8-501.2 - Restatement of Declaration of Trust

(a)    If authorized by a majority of the entire board of trustees, a real estate investment trust may restate its declaration of trust as provided in this section.
(b)    Articles of restatement containing provisions required by § 2-608 of this article and such other provisions as may be permitted by that section shall be:
(1)    Executed for each party to the articles in the manner required by Title 1 of this article; and
(2)    Filed for record with the Department.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 5 - Amendments and Termination of Existence › Section 8-501.3 - Articles of Amendment and Restatement

(a)    A complete restatement of the declaration of trust may be submitted for approval in the manner required for an amendment of the declaration of trust to a meeting of the real estate investment trust’s shareholders or trustees.
(b)    If the restatement is submitted for approval in the manner required for an amendment to the declaration of trust, any amendments to the declaration of trust approved at the meeting may be included in the restatement.
(c)    Articles of amendment and restatement shall include the provisions required to be included in both articles of amendment and articles of restatement.
(d)    Articles of amendment and restatement containing provisions required by § 2-609 of this article and such other provisions as may be permitted by that section shall be:
(1)    Executed for each party to the articles in the manner required by Title 1 of this article; and
(2)    Filed for record with the Department.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 5 - Amendments and Termination of Existence › Section 8-502 - Termination of Existence

(a)    A real estate investment trust may terminate its existence by voluntary dissolution. The Department shall be notified of the effective date of the dissolution.
(b)    A real estate investment trust may curtail or cease its trust activities by partially or completely distributing its assets.
(c)    (1)    The Attorney General may institute proceedings to dissolve a real estate investment trust which has abused, misused, or failed to use its powers. The proceedings shall be brought in the manner and on the grounds provided in Title 3, Subtitle 5 of this article with respect to dissolution of a corporation for misuse of its franchise.
(2)    The venue of an action under this subsection is in a county where an officer or resident agent of the real estate investment trust is located.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 5 - Amendments and Termination of Existence › Section 8-503 - Certificate of Notice

(a)    A real estate investment trust may file a certificate of notice for record with the Department.
(b)    A certificate of notice may describe:
(1)    An action by the real estate investment trust, its board of trustees, or its shareholders;
(2)    The occurrence of or change to facts ascertainable outside of the declaration of trust, as defined in § 8–203(c) of this title; or
(3)    Any other information that the real estate investment trust determines should be disclosed.
(c)    A certificate of notice may not:
(1)    Amend, supplement, or correct the declaration of trust of the real estate investment trust in any manner; or
(2)    Affect any rights or liabilities of shareholders, whether or not accrued or incurred before the certificate of notice is filed.
(d)    A certificate of notice is not a part of the declaration of trust of a real estate investment trust.
(e)    A trustee of a real estate investment trust is not required to authorize or direct the filing of a certificate of notice.
(f)    A real estate investment trust is not required to file a certificate of notice for any purpose, including to indicate that there has been a change to the facts or information contained in a previously filed certificate of notice.
(g)    A certificate of notice shall be executed in the manner required for charter documents by § 1–301 of this article.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 6 - Liabilities, Service of Process, and Miscellaneous Provisions › Section 8-601 - Liabilities of Trust, Shareholders, and Trustees

(a)    The liability of a real estate investment trust extends to as much of the trust estate, including the whole, as necessary to discharge the liability.
(b)    A shareholder or trustee of a real estate investment trust shall have the immunity from liability described under § 5-419 of the Courts and Judicial Proceedings Article.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 6 - Liabilities, Service of Process, and Miscellaneous Provisions › Section 8-601.1 - Applicability of Certain Title 2 Provisions

Sections 2–113, 2–201(c), 2–309(a) and (e), 2–313, 2–502(e), 2–503(b), 2–504(f), and 2–701 through 2–707 of this article and, except as otherwise provided in § 8–601 of this subtitle or in the declaration of trust, § 2–405.1 of this article shall apply to real estate investment trusts.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 7 - Conversions of Real Estate Investment Trusts › Section 8-701 - General Rule

(a)    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 partnership, as defined in § 9A–101 of this article;
(6)    A limited partnership, as defined in § 10–101 of this article, including a limited partnership registered as a limited liability limited partnership under § 10–805 of this article;
(7)    A foreign limited partnership, as defined in § 10–101 of this article;
(8)    A business trust, as defined in § 1–101 of this article, excluding a real estate investment trust; or
(9)    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)    Unless the declaration of trust provides otherwise, a real estate investment trust may convert to an other entity by:
(1)    Approving the conversion in accordance with § 8–702 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)    An other entity may convert to a real estate investment trust by complying with §�8–702 of this subtitle and filing for record with the Department:
(1)    Articles of conversion executed in the manner required by Title 1 of this article; and
(2)    A declaration of trust, which shall include the name of the converting other entity, executed in the manner required by § 8–202 of this title and otherwise complying with this title.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 7 - Conversions of Real Estate Investment Trusts › Section 8-702 - Approval and Objections

(a)    A conversion of a real estate investment trust to an other entity shall be approved in the manner provided by this section and in accordance with any additional requirements set forth in the real estate investment trust’s declaration of trust.
(b)    A conversion of a real estate investment trust need be approved only by a majority of the board of trustees if no shares of beneficial interest are outstanding or subscribed for.
(c)    The board of trustees of a real estate investment trust that proposes to convert to an other entity shall:
(1)    Adopt a resolution declaring that the proposed conversion is advisable on substantially the terms and conditions set forth or referred to in the resolution; and
(2)    Direct that the proposed conversion be submitted for consideration at an annual or a special meeting of the shareholders.
(d)    Notice stating that a purpose of the meeting will be to act on the proposed conversion shall be given by the real estate investment trust in the manner provided for corporations by Title 2 of this article to:
(1)    Each of its shareholders entitled to vote on the proposed transaction; and
(2)    Each of its shareholders not entitled to vote on the proposed transaction.
(e)    The proposed conversion shall be approved by the shareholders of the real estate investment trust by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter.
(f)    A conversion of an other entity to a real estate investment trust shall be approved in the manner and by the vote required by its governing document and the laws of the place where it is incorporated or organized.
(g)    Each shareholder of a real estate investment trust objecting to a conversion of the real estate investment trust shall have the same rights as an objecting stockholder of a Maryland corporation under Title 3, Subtitle 2 of this article and under the same procedures.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 7 - Conversions of Real Estate Investment Trusts › Section 8-705 - Exchange or Conversion of Interests or Stock

(a)    In a conversion of an other entity to a real estate investment trust, the stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity may be exchanged for or converted into any one or more of the following:
(1)    Shares of beneficial interest of the real estate investment trust or stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of any other real estate investment trust or other entity, whether or not party to the conversion;
(2)    Other tangible or intangible property;
(3)    Money; and
(4)    Any other consideration.
(b)    In a conversion of a real estate investment trust to an other entity, shares of beneficial interest of the real estate investment trust may be exchanged for or converted into any one or more of the following:
(1)    Stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity to which the real estate investment trust is converted or of any other real estate investment trust or other entity, whether or not party to the conversion;
(2)    Other tangible or intangible property;
(3)    Money; and
(4)    Any other consideration.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 7 - Conversions of Real Estate Investment Trusts › Section 8-706 - Completion of Conversion

(a)    The conversion of an other entity to a real estate investment trust shall be completed on the later of:
(1)    The formation of the real estate investment trust in accordance with this title; or
(2)    The effectiveness of articles of conversion filed for record with the Department.
(b)    The conversion of a real estate investment trust to an other entity shall be completed on the effectiveness of articles of conversion filed for record with the Department.
(c)    Articles of conversion are effective on the later of:
(1)    The time the Department accepts the articles of conversion for record; or
(2)    The future effective time of the articles of conversion as set forth in articles of conversion that have been accepted by the Department for record.
(d)    (1)    (i)    Except as provided in subparagraph (ii) of this paragraph, at the time the conversion of an other entity to a real estate investment trust is completed:
1.    The other entity shall be converted to a real estate investment trust;
2.    The conversion shall have the effects set forth in § 8–704 of this subtitle; and
3.    The real estate investment trust shall be subject to all of the provisions of the Maryland REIT Law.
(ii)    The existence of the real estate investment trust shall be deemed to have commenced on the date the other entity commenced its existence in the place in which the other entity was first incorporated, created, formed, or otherwise came into being.
(2)    At the time the conversion of a real estate investment trust to an other entity is completed, the conversion shall have the effects set forth in § 8–704 of this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 8 - Real Estate Investment Trusts › Subtitle 7 - Conversions of Real Estate Investment Trusts › Section 8-707 - Abandonment of Proposed Conversion

(a)    Unless the declaration of trust of the real estate investment trust or articles of conversion provide otherwise, the proposed conversion of a real estate investment trust to an other entity may be abandoned before the effective date of the articles of conversion by majority vote of the entire board of trustees of the real estate investment trust party to the articles of conversion.
(b)    Unless the articles of conversion provide otherwise, the proposed conversion of an other entity to a real estate investment trust may be abandoned in the manner and by the vote required by the governing document of the other entity and the laws of the place in which it is incorporated or organized or, if no manner and vote is specified, in the manner and by the vote required to approve the conversion under § 8–702 of this subtitle.
(c)    If the articles of conversion have been filed with the Department, notice of the abandonment shall be given promptly to the Department.
(d)    (1)    If the proposed conversion is abandoned as provided in this section, no legal liability arises under the articles of conversion.
(2)    Abandonment of a conversion under this section does not prejudice the rights of any person under any other contract made by a real estate investment trust in connection with the proposed conversion.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 1 - General Provisions › Section 9A-102 - Knowledge and Notice

(a)    A person knows a fact if the person has actual knowledge of it.
(b)    A person has notice of a fact if the person:
(1)    Knows of it;
(2)    Has received a notification of it; or
(3)    Has reason to know it exists from all of the facts known to the person at the time in question.
(c)    A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(d)    A person receives a notification when the notification:
(1)    Comes to the person’s attention; or
(2)    Is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.
(e)    Except as otherwise provided in subsection (f) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f)    A partner’s knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 1 - General Provisions › Section 9A-103 - Effect of Partnership Agreement; Nonwaivable Provisions

(a)    Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this title governs relations among the partners and between the partners and the partnership.
(b)    The partnership agreement may not:
(1)    Vary the rights and duties under § 9A–105 of this subtitle except to eliminate the duty to provide copies of statements to all of the partners;
(2)    Unreasonably restrict the right of access to books and records under § 9A–403(b) of this title;
(3)    Eliminate the duty of loyalty under § 9A–404(b) or § 9A–603(b)(3) of this title, but:
(i)    The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty; however, the partnership agreement may not be amended to expand or add any specific types or categories of activities that do not violate the duty of loyalty without the consent of all partners after full disclosure of all material facts; or
(ii)    All of the partners or a number or percentage of not less than a majority of disinterested partners specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(4)    Unreasonably reduce the duty of care under § 9A–404(c) or § 9A–603(b)(3) of this title;
(5)    Eliminate the obligation of good faith and fair dealing under § 9A–404(d) of this title, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(6)    Vary the power to dissociate as a partner under § 9A–602(a) of this title, except to require the notice under § 9A–601(1) of this title to be in writing;
(7)    Vary the right of a court to expel a partner in the events specified in § 9A–601(5) of this title;
(8)    Vary the requirement to wind up the partnership business in cases specified in § 9A–801(4), (5), or (6) of this title;
(9)    Vary the law applicable to a limited liability partnership under § 9A–106 of this subtitle; or
(10)    Restrict rights of third parties under this title.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 1 - General Provisions › Section 9A-104 - Supplemental Principles of Law

(a)    Unless displaced by particular provisions of this title, the principles of law and equity supplement this title.
(b)    If an obligation to pay interest arises under this title and the rate is not specified, the rate is that specified in § 11-107(a) of the Courts Article.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 1 - General Provisions › Section 9A-105 - Execution, Filing, and Recording of Statements

(a)    A statement may be filed with the Department. A certified copy of a statement that is filed in an office in another state, containing substantially the same information as required for a statement filed under this title, may be filed with the Department. Either filing has the effect provided in this title with respect to partnership property located in or transactions that occur in this State.
(b)    A statement of partnership authority filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this title. An individual who executes a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.
(c)    A person authorized by this title to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(d)    A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(e)    The Department may collect a fee for filing or providing a certified copy of a statement.