(a) Unless otherwise agreed or the articles of conversion provide otherwise, a proposed conversion of a limited liability company to an other entity may be abandoned before the effective time of the articles of conversion by the vote required under § 4A-403(d)(1) of this title to approve the conversion. (b) Unless the articles of conversion provide otherwise, a proposed conversion of an other entity to a limited liability company may be abandoned before the effective time of the articles of conversion 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 § 4A-1102 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 party to the proposed conversion in connection with the proposed conversion.
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