PARRIS N. GLENDENING, Governor

Ch. 654

(5)     "Domestic limited partnership" means a partnership formed by 2 or
more persons under the laws of the State and having one or more general partners and
one or more limited partners.

(6)     "Foreign limited partnership" means a partnership formed under the
laws of any state other than the State of Maryland or under the laws of a foreign country
and having as partners one or more general partners and one or more limited partners.

(7)     "Domestic limited liability company" means a limited liability company
formed under the laws of the State.

(8)     "Foreign limited liability company" means a limited liability company
formed under the laws of any state other than the State of Maryland or under the laws of
a foreign country.

(9)     "DOMESTIC PARTNERSHIP" OR "PARTNERSHIP" MEANS A
PARTNERSHIP FORMED UNDER THE LAWS OF THE STATE.

(10)    "FOREIGN PARTNERSHIP" MEANS A PARTNERSHIP FORMED UNDER
THE LAWS OF ANY STATE, OTHER THAN THIS STATE, OR UNDER THE LAWS OF A
FOREIGN COUNTRY.

(b)     Unless the declaration of trust provides otherwise, a Maryland real estate
investment trust may merge into a Maryland or foreign business trust, into a Maryland or
foreign corporation having capital stock, INTO A DOMESTIC OR FOREIGN
PARTNERSHIP, or into a domestic or foreign limited partnership or limited liability
company; or one or more such business trusts, such corporations, DOMESTIC OR
FOREIGN PARTNERSHIPS, domestic or foreign limited partnerships, or limited liability
companies may merge into it.

(c)     A merger shall be approved in the manner provided by this section, except
that:

(1)     A foreign business trust, a Maryland business trust, other than a
Maryland real estate investment trust, a corporation, A DOMESTIC OR FOREIGN
PARTNERSHIP, or a domestic or foreign limited partnership party to the merger shall
have the merger advised, authorized, and approved in the manner and by the vote
required by its declaration of trust, charter, or partnership agreement and the laws of the
place where it is organized;

(2)     (i) A foreign limited liability company party to the merger shall have
the merger advised, authorized, and approved in the manner and by the vote required by
the laws of the place where it is organized; and

(ii) A domestic limited liability shall have the merger approved in the
manner provided under § 4A-703 of this article; and

(3)     A merger need be approved by a Maryland real estate investment trust
successor only by a majority of its entire board of trustees if:

(i) The merger does not reclassify or change its outstanding shares or
otherwise amend its declaration of trust; and

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