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Ch. 692
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2000 LAWS OF MARYLAND
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(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) (1) 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 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.
Article - Tax - Property
12-108.
(y) (1) (I) In this subsection, "predecessor entity" includes a: THE
FOLLOWING WORDS HAVE THE MEANINGS INDICATED.
(II) "FOREIGN GENERAL PARTNERSHIP", "FOREIGN LIMITED
PARTNERSHIP", "FOREIGN LIMITED LIABILITY PARTNERSHIP", "FOREIGN LIMITED
LIABILITY LIMITED PARTNERSHIP", "FOREIGN PROPRIETORSHIP", AND "FOREIGN
JOINT VENTURE" MEAN, RESPECTIVELY, A PARTNERSHIP, LIMITED PARTNERSHIP,
LIMITED LIABILITY LIMITED PARTNERSHIP, PROPRIETORSHIP, OR JOINT VENTURE
ORGANIZED OR FORMED UNDER THE LAWS OF THE UNITED STATES, ANOTHER
STATE OF THE UNITED STATES, OR A TERRITORY, POSSESSION, OR DISTRICT OF THE
UNITED STATES.
(III) " PREDECESSOR ENTITY" INCLUDES A:
(i) 1. MARYLAND GENERAL PARTNERSHIP OR FOREIGN general
partnership;
(ii) 2. MARYLAND LIMITED PARTNERSHIP OR FOREIGN limited
partnership;
(iii) 3. MARYLAND LIMITED LIABILITY PARTNERSHIP OR
FOREIGN limited liability partnership;
(iv) 4. MARYLAND LIMITED LIABILITY LIMITED PARTNERSHIP
OR FOREIGN limited liability limited partnership;
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- 3538 -
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