MD. Corporations and Associations Code Ann. §  10-1105 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 11 - Miscellaneous|Section 10-1105 - Filing Certificate Required by 10-1104

    (a)    In this section, “limited partnership” means a limited partnership that:        (1)    Was formed under the Maryland Uniform Limited Partnership Act before July 1, 1982; and        (2)    Did not exercise the election authorized by § 10–1104(4) of this subtitle before July 1, 1985.    (b)    (1)    As provided in § 10–1104(2) of this subtitle, a limited partnership shall be governed by the Maryland Revised Uniform Limited Partnership Act as of July 1, 1985. However, except as provided in paragraph (2) of this subsection, a limited partnership is not required to file with the Department a certificate that would cause its certificate of limited partnership to comply with this title until the occurrence of an event which requires the filing of a certificate of amendment under § 10–202(b) of this title at which time the limited partnership shall:            (i)    File with the Department a certificate setting forth the information required by § 10–201(a) of this title; and            (ii)    Pay the penalty specified in subsection (e) of this section.        (2)    A limited partnership or a person claiming under the limited partnership may not convey or accept title to real or personal property or maintain a suit in any court of the State unless it shows to the satisfaction of the court that the limited partnership has:            (i)    Filed with the Department a certificate setting forth the information required by § 10–201(a) of this title; and            (ii)    Paid the penalty under subsection (e) of this section.    (c)    The failure of a limited partnership to file with the Department a certificate setting forth the information required by § 10–201(a) of this title does not of itself:        (1)    Impair the validity of any contract or act of the limited partnership or prevent the limited partnership from defending any action, suit, or proceeding;        (2)    Impose or permit the imposition of liability on a limited partner of the limited partnership as a general partner of the limited partnership; or        (3)    Cause the limited partnership to dissolve or have its existence otherwise affected.    (d)    Until a limited partnership files with the Department a certificate setting forth the information required by § 10–201(a) of this title:        (1)    The limited partnership appoints the Department as its resident agent; and        (2)    The principal office of the limited partnership is the principal place of business in this State of the limited partnership.    (e)    (1)    When a limited partnership files with the Department a certificate setting forth the information required by § 10–201(a) of this title, the Department shall impose a penalty of $200 on the limited partnership.        (2)    The penalty under this subsection shall be collected and may be reduced or abated under the procedures of § 14–704 of the Tax – Property Article that relate to the penalty for failure to file reports with the Department.