reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  10-201 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-201 - Certificate of Limited Partnership

    (a)    One or more general and limited partners may form a limited partnership. To do so all of the general partners must execute a certificate of limited partnership. The certificate of limited partnership shall be filed with the Department and set forth:        (1)    The name of the limited partnership;        (2)    The address of its principal office in this State and the name and address of its resident agent;        (3)    The name and the business, residence, or mailing address of each general partner;        (4)    The latest date upon which the limited partnership is to dissolve and if no dissolution date is stated in the partnership agreement, subject to the provisions of § 10-801 of this title, the limited partnership shall have a perpetual existence which shall be so stated in the certificate; and        (5)    Any other matters the partners determine to include in the certificate of limited partnership.    (b)    A limited partnership is formed at the time of the filing of the initial certificate with the Department or at any later time specified in the certificate if, in either case, there has been substantial compliance with the requirements of this section.
MD. Corporations and Associations Code Ann. §  10-202 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-202 - Amendment to Certificate

    (a)    A certificate is amended by filing a certificate of amendment with the Department. The certificate of amendment shall set forth:        (1)    The name of the limited partnership; and        (2)    The amendment to the certificate.    (b)    (1)    A general partner who becomes aware that any statement in a certificate was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any material respect, shall promptly amend the certificate, but an amendment to show a change of address of a limited partner need be filed only once every 12 months.        (2)    A certificate may be amended at any time for any other proper purpose.    (c)    A certificate of amendment (or judicial decree of amendment) shall be effective when accepted for filing by the Department or at any later time specified in the certificate of amendment (or judicial decree of amendment).
MD. Corporations and Associations Code Ann. §  10-202.1 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-202.1 - Certificate of Correction

    (a)    If any certificate filed with the Department under this article contains any typographical error, error of transcription, or other technical error or has been defectively executed, the document may be corrected by the filing of a certificate of correction.    (b)    A certificate of correction shall set forth:        (1)    The title of the document being corrected;        (2)    The name of each party to the document being corrected;        (3)    The date that the document being corrected was filed; and        (4)    The provision in the document as previously filed and as corrected and, if execution of the document was defective, the manner in which it was defective.    (c)    A certificate of correction may not make any other change or amendment which would not have complied in all respects with the requirements of this article at the time the document being corrected was filed.    (d)    A certificate of correction shall be executed in the same manner in which the document being corrected was required to be executed.    (e)    A certificate of correction may not:        (1)    Change the effective date of the document being corrected; or        (2)    Affect any right or liability accrued or incurred before its filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by the filing if the person having the right has not detrimentally relied on the original document.
MD. Corporations and Associations Code Ann. §  10-203 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-203 - Cancellation of Certificate

    (a)    A certificate shall be canceled on the dissolution and the completion of winding up of the partnership, or at any other time that there are no limited partners. A certificate need not be canceled upon a merger as provided in § 10–208 of this subtitle. A certificate shall be canceled upon filing a certificate of cancellation with the Department which shall set forth:        (1)    The name of the limited partnership;        (2)    The date of filing of the initial certificate and each amendment thereto;        (3)    The reason for filing the certificate of cancellation;        (4)    The effective date (which shall be a date certain) of cancellation if it is not to be effective on the filing of the certificate of cancellation, and provided that any effective date other than the date of filing the certificate of cancellation must be a date subsequent to the filing; and        (5)    Any other information the person filing the certificate of cancellation determines.    (b)    Unless otherwise provided in this title or in the certificate, a certificate of cancellation (or a judicial decree of cancellation) is effective when accepted for filing by the Department.
MD. Corporations and Associations Code Ann. §  10-204 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-204 - Execution of Certificates

    (a)    Each certificate or articles required by this subtitle to be filed with the Department shall be executed in the following manner:        (1)    The certificate of limited partnership, articles of conversion to a limited partnership, and articles of conversion to an other entity must be signed by all general partners or, in the case of articles of conversion to a limited partnership, by any person authorized to execute the certificate on behalf of the other entity;        (2)    A certificate of amendment under § 10–202 of this subtitle must be signed by at least one general partner and by each other general partner designated in the certificate of amendment as a new general partner or a withdrawing general partner;        (3)    A certificate of cancellation under § 10–203 of this subtitle must be signed by all general partners, or, if there is no general partner, by a majority of the limited partners; and        (4)    A certificate of reinstatement under § 10–214 of this subtitle must be signed by all general partners, or, if there is no general partner, by a majority of the limited partners.    (b)    Any person may sign any certificate or partnership agreement or amendment to the certificate or agreement by an attorney in fact. Powers of attorney relating to the signing of a certificate, partnership agreement, or amendment by an attorney in fact need not be sworn to, verified or acknowledged, and need not be filed with the Department.    (c)    The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
MD. Corporations and Associations Code Ann. §  10-205 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-205 - Amendment or Cancellation by Judicial Act

    If a person required by § 10-204 of this subtitle to execute a certificate of amendment or cancellation fails or refuses to do so, any other partner, and any assignee of a partnership interest, who is adversely affected by the failure or refusal, may petition the circuit court for the jurisdiction where the principal office of the partnership is located to direct the amendment or cancellation. If the court finds that the amendment or cancellation is proper and that any person so designated has failed or refused to execute the certificate, the court shall order the Department to record an appropriate certificate of amendment or cancellation.
MD. Corporations and Associations Code Ann. §  10-206 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-206 - Filing With the Department

    (a)    An executed copy of each certificate required by this subtitle, or of any judicial decree of amendment or cancellation, shall be filed with the Department. However, the Department may not accept for record any certificate or decree that does not meet the requirements of this title. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of that person’s authority as a prerequisite to filing. The Department may not accept for record or filing any certificate, decree, qualification, registration, change of resident agent or principal office, report, service of process or notice, or other document until all required fees have been paid to the Department.    (b)    When the Department accepts for record any certificate, the Department shall:        (1)    Endorse on the document its acceptance for record and the date and time of acceptance;        (2)    Record promptly the document; and        (3)    (i)    Send an acknowledgment to the partnership, its attorney, or its agent stating the date and time that the document was accepted for record; and            (ii)    Unless the partnership, its attorney, or its agent at the time of filing declines the return, return the document on payment of the fee provided in § 1-203(b)(10) of this article.
MD. Corporations and Associations Code Ann. §  10-207 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-207 - Liability for False Statement in Certificate

    (a)    If any certificate contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:        (1)    Any person who executes the certificate, or causes another to execute it on that person’s behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and        (2)    Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any material respect, if that general partner had sufficient time to amend or cancel the certificate or to file a petition under § 10–205 of this subtitle before the statement was relied upon.    (b)    A person is not liable for failing to cause the amendment or cancellation of a certificate or failing to file a petition under § 10–205 of this subtitle pursuant to subsection (a) of this section if the certificate of amendment, certificate of cancellation, or petition is filed within 30 days of when that person knew or should have known that the statement in the certificate was inaccurate in any material respect.
MD. Corporations and Associations Code Ann. §  10-209 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-209 - Failure to Pay Taxes or Required Contributions; Proclamation

    (a)    (1)    Except with respect to a tax collectable locally, immediately after September 30 of each year, the State Comptroller shall certify to the Department a list of every Maryland limited partnership that has not paid a tax due before October 1 of the year after the tax became due.        (2)    When the Comptroller certifies the list of the Department, the Comptroller shall mail to each listed limited partnership, at its address as it appears on the Comptroller’s records, a notice that its right to do business in Maryland and the right to the use of its name will be forfeited unless all taxes, interest, and penalties due by it are paid.        (3)    The mailing of the notice is sufficient, and the failure of any limited partnership to receive the notice mailed to it does not affect the forfeiture of its right to do business in Maryland and the right to the use of its name.    (b)    (1)    Immediately after September 30 of each year, the Secretary of Labor shall certify to the Department a list of every Maryland limited partnership that has not paid an unemployment insurance contribution or made a reimbursement payment due before October 1 of the year after the contribution or payment became due.        (2)    When the Secretary certifies the list to the Department, the Secretary shall mail to each listed limited partnership, at its address as it appears on the Secretary’s records, a notice that its right to do business in Maryland and the right to the use of its name will be forfeited unless all contributions, reimbursement payments, interest, and penalties due by the limited partnership are paid.        (3)    The mailing of the notice is sufficient, and the failure of any limited partnership to receive the notice mailed to it does not affect the forfeiture of its right to do business in Maryland and the right to the use of its name.    (c)    Immediately after September 30 of each year, the Department shall certify a list of every Maryland limited partnership that has not filed an annual report with the Department as required by law or has not paid a tax before October 1 of the year after the report was required to be filed or the taxes were due.    (d)    After the lists are certified, the Department shall issue a proclamation declaring that, subject to § 10–218 of this subtitle, the right to do business in Maryland and the right to the use of the name for each limited partnership is forfeited as of the date of the proclamation, without proceedings of any kind either at law or in equity.
MD. Corporations and Associations Code Ann. §  10-210 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-210 - Notice of Proclamation; Reinstatement Upon Payment

    (a)    Within ten days after the issuance of the proclamation, the Department shall mail notice of the proclamation to each limited partnership named in it. The notice shall be addressed to the limited partnership at its mailing address on file with the Department or, if none, at any other address appearing on the records of the Department.    (b)    A limited partnership that pays all taxes, unemployment insurance contributions, reimbursement payments, interest, and penalties due, files the annual report due, or both, as the case may be, within 60 days after the issuance of the proclamation shall have its right to do business in Maryland and the right to the use of its name reinstated as of the date of forfeiture.
MD. Corporations and Associations Code Ann. §  10-211 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-211 - Corrective Proclamation

    (a)    If the Department is satisfied that a limited partnership named in the proclamation has not failed to pay the tax, unemployment insurance contributions, or reimbursement payments, or file the report within the period specified in § 10–209 of this subtitle, or that it has been mistakenly reported to the Department by the State Comptroller or the Secretary of Labor, the Department may correct the mistake by filing its proclamation to that effect in its records.    (b)    The effect of a proclamation correcting a mistake is to restore the right to do business in Maryland and the right to the use of the name of the limited partnership as if the right to do business in Maryland and the right to the use of the name had at all times remained in full force and effect.
MD. Corporations and Associations Code Ann. §  10-212 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-212 - Effect on Other Laws

    This subtitle does not repeal, supersede, or in any manner affect any remedy or provision of law:         (1)    For the collection of taxes, unemployment insurance contributions, or reimbursement payments and the interest and penalties due on them; or        (2)    To compel the filing of annual reports.
MD. Corporations and Associations Code Ann. §  10-213 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-213 - Articles of Reinstatement -- Filing

    The authority to do business in Maryland of any limited partnership that is forfeited for nonpayment of taxes, unemployment insurance contributions, or reimbursement payments or failure to file an annual report may be reinstated by filing a certificate of reinstatement with the Department.
MD. Corporations and Associations Code Ann. §  10-214 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-214 - Articles of Reinstatement -- Contents

    A certificate of reinstatement shall include:         (1)    The name of the limited partnership at the time its right to do business in Maryland was forfeited;        (2)    The name that the limited partnership will use after reinstatement, which shall comply with the provisions of this article with respect to limited partnership names;        (3)    The address of the principal office of the limited partnership in this State if different from its principal office in this State at the time the right to do business in Maryland was forfeited; and        (4)    The name and address of the resident agent of the limited partnership.
MD. Corporations and Associations Code Ann. §  10-215 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-215 - Articles of Reinstatement -- Conditions of Acceptance

    The Department may not accept a certificate of reinstatement for record unless:         (1)    All annual reports required to be filed by the limited partnership or which would have been required if the right to do business in Maryland had not been forfeited are filed; and        (2)    Unemployment insurance contributions or reimbursement payments, all State and local taxes, except taxes on real estate, and all interest and penalties due by the limited partnership or which would have become due if the right to do business had not been forfeited are paid, whether or not barred by limitations.
MD. Corporations and Associations Code Ann. §  10-216 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-216 - Articles of Reinstatement -- Acceptance as Evidence of Compliance

    Except in a proceeding by the State or any of its political subdivisions, the acceptance of a certificate of reinstatement for record by the Department is conclusive evidence of:         (1)    The payment of all fees, taxes, unemployment insurance contributions, and reimbursement payments required to be paid;        (2)    The filing of all reports required to be filed; and        (3)    The reinstatement of the right to do business in Maryland of the limited partnership.
MD. Corporations and Associations Code Ann. §  10-217 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-217 - Penalties for Transacting Business

    (a)    Any person that transacts business in the name or for the account of a limited partnership knowing that its right to do business in Maryland has been forfeited and has not been reinstated is guilty of a misdemeanor and on conviction is subject to a fine of not more than $500.    (b)    A prosecution for violation of the provisions of this section may not be instituted after the date the certificate of reinstatement of the limited partnership is filed.
MD. Corporations and Associations Code Ann. §  10-218 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 2 - Formation, Forfeiture, and Reinstatement|Section 10-218 - No Bar to Valid Acts or Defense of Suit

    The forfeiture of the right to do business in Maryland and the right to the use of the name of the limited partnership under this title does not impair the validity of a contract or act of the limited partnership entered into or done either before or after the forfeiture, or prevent the limited partnership from defending any action, suit, or proceeding in a court of this State.
MD. Corporations and Associations Code Ann. §  10-301 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 3 - Limited Partners|Section 10-301 - Admission as Limited Partner

    (a)    A person acquiring a partnership interest is admitted as a limited partner upon the later to occur of:        (1)    The formation of a limited partnership; or        (2)    The time provided in a partnership agreement, or if no time is provided in the agreement, then when the person’s admission is reflected in the records of the limited partnership.    (b)    After the filing of the initial certificate, a person may be admitted as an additional limited partner:        (1)    In the case of a person acquiring a partnership interest directly from the limited partnership:            (i)    On compliance with the partnership agreement; or            (ii)    With the consent of all partners; and        (2)    In the case of an assignee of a partnership interest of a partner who has the power, under § 10–703 of this title, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
MD. Corporations and Associations Code Ann. §  10-302 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 3 - Limited Partners|Section 10-302 - Limited Partnership Agreements

    (a)    A partnership agreement may provide for classes or groups of limited partners having the relative rights, powers, and duties that the partnership agreement may provide, and may provide for the future creation, in the manner provided in the partnership agreement, of additional classes or groups of limited partners having the relative rights, powers, and duties senior to existing classes and groups of limited partners as the partnership agreement may provide.    (b)    Subject to § 10-303 of this subtitle, the partnership agreement may grant to all or certain identified limited partners or a specified class or group of limited partners the right to vote (on a per capita or any other basis) separately or together with the general partners or with all or any other class or group of limited partners or on any matter.    (c)    A partnership agreement that grants a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any limited partners, waiver of any notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any right to vote.