Ch. 659

1997 LAWS OF MARYLAND

(1)     THE NAME OF THE FORMER GENERAL PARTNERSHIP OR LIMITED
PARTNERSHIP; AND

(2)     THE DATE OF FORMATION OF THE PARTNERSHIP AND PLACE OF
FILING OF THE INITIAL STATEMENT OF PARTNERSHIP, IF ANY, OR CERTIFICATE OF
LIMITED PARTNERSHIP OF THE FORMER GENERAL PARTNERSHIP OR LIMITED
PARTNERSHIP.

(B)     THE TERMS AND CONDITIONS OF A CONVERSION OF A GENERAL OR
LIMITED PARTNERSHIP TO A LIMITED LIABILITY COMPANY SHALL BE APPROVED BY
THE PARTNERS IN THE MANNER PROVIDED IN THE PARTNERSHIP'S PARTNERSHIP
AGREEMENT FOR AMENDMENTS TO THE PARTNERSHIP AGREEMENT OR, IF NO
SUCH PROVISION IS MADE IN A PARTNERSHIP AGREEMENT, BY UNANIMOUS
AGREEMENT OF THE PARTNERS.

(C)     (I) A GENERAL PARTNER OF A LIMITED PARTNERSHIP OR A PARTNER
OF A GENERAL PARTNERSHIP WHO BECOMES A MEMBER OF A LIMITED LIABILITY
COMPANY AS A RESULT OF THE CONVERSION REMAINS LIABLE AS A GENERAL
PARTNER OF A LIMITED PARTNERSHIP OR A PARTNER OF A GENERAL PARTNERSHIP
FOR AN OBLIGATION INCURRED BY THE PARTNERSHIP BEFORE THE CONVERSION
TAKES EFFECT ANY OBLIGATION OR LIABILITY OF THE PARTNERSHIP INCURRED OR
ARISING BEFORE THE CONVERSION TAKES EFFECT. TO THE EXTENT THAT THE
PARTNER OR GENERAL PARTNER WOULD HAVE BEEN OBLIGATED OR LIABLE IF
THE CONVERSION HAD NOT OCCURRED.

(2) THE PARTNER'S OR GENERAL PARTNER'S LIABILITY FOR ALL
OBLIGATIONS OR LIABILITIES OF THE LIMITED LIABILITY COMPANY INCURRED OR
ARISING AFTER THE CONVERSION TAKES EFFECT IS THAT OF A MEMBER OF A
LIMITED LIABILITY COMPANY, AS PROVIDED IN THIS TITLE.

4A-212.

(A) AN INDIVIDUAL CONDUCTING A BUSINESS AS A PROPRIETORSHIP MAY
CONVERT THE PROPRIETORSHIP TO A LIMITED LIABILITY COMPANY BY FILING
ARTICLES OF ORGANIZATION THAT MEET THE REQUIREMENTS OF § 4A-204 OF THIS
SUBTITLE AND INCLUDE THE FOLLOWING:

(1) THE NAME OF THE INDIVIDUAL WHO CONDUCTS THE
PROPRIETORSHIP; AND

(2) A DESCRIPTION OF THE PROPERTY COMPRISING THE BUSINESS TO
BE CONDUCTED BY THE LIMITED LIABILITY COMPANY.

(B) (1) AN INDIVIDUAL WHO BECOMES A MEMBER OF A LIMITED LIABILITY
COMPANY AS A RESULT OF THE CONVERSION REMAINS LIABLE FOR ANY
OBLIGATION OR LIABILITY OF THE INDIVIDUAL INCURRED OR ARISING BEFORE
THE CONVERSION TAKES EFFECT, TO THE EXTENT THAT THE INDIVIDUAL WOULD
HAVE BEEN OBLIGATED OR LIABLE IF THE CONVERSION HAD NOT OCCURRED.

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