reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  10-7A-01 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 7A - Conversions of Limited Partnerships|Section 10-7A-01 - General Rule

    (a)    In this subtitle, “other entity” means:        (1)    A Maryland corporation incorporated under Title 2 of this article;        (2)    A foreign corporation, as defined in § 1–101 of this article;        (3)    A domestic limited liability company, as defined in §�4A–101 of this article;        (4)    A foreign limited liability company, as defined in §�4A–101 of this article;        (5)    A partnership, as defined in § 9A–101 of this article;        (6)    A business trust, as defined in §�1–101 of this article;        (7)    An other form of unincorporated business formed under the laws of this State or the laws of the United States, another state of the United States, a territory, possession, or district of the United States, or a foreign country; or        (8)    A foreign limited partnership, including a foreign limited partnership registered or denominated as a limited liability limited partnership under the laws of a state other than this State.    (b)    Unless the partnership agreement provides otherwise, a limited partnership may convert to an other entity by:        (1)    Approving the conversion in accordance with § 10–7A–02 of this subtitle; and        (2)    Filing for record with the Department articles of conversion executed in the manner required by § 10–204 of this title.    (c)    An other entity may convert to a limited partnership by complying with the requirements of §�10–7A–02 of this subtitle and filing for record with the Department:        (1)    Articles of conversion executed in the manner required by § 10–204 of this title; and        (2)    A certificate of limited partnership that complies with §�10–201 of this title and, in the case of the conversion of an other entity to a limited liability partnership, §�10–805 of this title, executed in the manner required by §�10–204 of this title.
MD. Corporations and Associations Code Ann. §  10-7A-02 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 7A - Conversions of Limited Partnerships|Section 10-7A-02 - Approval and Objection

    (a)    Unless the partnership agreement specifies the manner of authorizing a conversion of the limited partnership, the limited partnership shall approve the conversion of the limited partnership to an other entity by the affirmative vote of all of the general partners and a majority in interest of the limited partners.    (b)    An other entity seeking to convert to a limited partnership shall approve the conversion of the other entity to a limited partnership in the manner and by the vote required by its governing document and the laws of the place where it is incorporated or organized.    (c)    (1)    A partner of a limited partnership objecting to a conversion of the limited partnership has the same rights with respect to the partner’s partnership interest in the limited partnership as a stockholder of a Maryland corporation who objects has with respect to the stockholder’s stock under Title 3, Subtitle 2 of this article.        (2)    The procedures under Title 3, Subtitle 2 of this article shall be applicable to the extent practicable.
MD. Corporations and Associations Code Ann. §  10-7A-05 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 7A - Conversions of Limited Partnerships|Section 10-7A-05 - Exchange or Conversion of Interests or Stock

    (a)    In a conversion of an other entity to a limited partnership, the stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity may be exchanged for or converted into any one or more of the following:        (1)    Partnership interests in the limited partnership or stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of an other entity, whether or not party to the conversion;        (2)    Other tangible or intangible property;        (3)    Money; and        (4)    Any other consideration.    (b)    In a conversion of a limited partnership to an other entity, partnership interests in the limited partnership may be exchanged for or converted into any one or more of the following:        (1)    Stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity to which the limited partnership is converted or of an other entity, whether or not a party to the conversion;        (2)    Other tangible or intangible property;        (3)    Money; and        (4)    Any other consideration.
MD. Corporations and Associations Code Ann. §  10-7A-06 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 7A - Conversions of Limited Partnerships|Section 10-7A-06 - Completion of Conversion

    (a)    The conversion of an other entity to a limited partnership shall be completed on the later of:        (1)    The formation of the limited partnership in accordance with this title; or        (2)    The effectiveness of articles of conversion filed for record with the Department.    (b)    The conversion of a limited partnership to an other entity shall be completed on the effectiveness of articles of conversion filed for record with the Department.    (c)    Articles of conversion shall be effective on the later of:        (1)    The time the Department accepts the articles of conversion for record; or        (2)    The future effective time of the articles of conversion set forth in the articles of conversion that have been accepted by the Department for record.    (d)    (1)    (i)    Except as provided in subparagraph (ii) of this paragraph, at the time the conversion of an other entity to a limited partnership is completed:                1.    The other entity shall be converted to a limited partnership;                2.    The conversion shall have the effects set forth in § 10–7A–04 of this subtitle; and                3.    The limited partnership shall be subject to all of the provisions of this title.            (ii)    Notwithstanding § 10–201 of this title, the existence of the limited partnership as a domestic limited partnership shall be deemed to have commenced on the date the other entity commenced its existence in the place in which the other entity was first incorporated, created, formed, or otherwise came into being.        (2)    At the time the conversion of a limited partnership to an other entity is completed, the conversion shall have the effects set forth in § 10–7A–04 of this subtitle.
MD. Corporations and Associations Code Ann. §  10-7A-07 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 7A - Conversions of Limited Partnerships|Section 10-7A-07 - Abandonment of Proposed Conversion

    (a)    Unless the partnership agreement or the articles of conversion provide otherwise, a proposed conversion of a limited partnership to an other entity may be abandoned before the effective time of the articles of conversion by a vote of the majority of the general partners and a majority in interest of the limited partners of the limited partnership.    (b)    Unless the articles of conversion provide otherwise, a proposed conversion of an other entity to a limited partnership may be abandoned before the effective date 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 § 10–7A–02 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.
MD. Corporations and Associations Code Ann. §  10-801 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 8 - Miscellaneous Provisions|Section 10-801 - Events of Dissolution

    A limited partnership is dissolved and its affairs shall be wound up on the first to occur of the following:         (1)    At the time or on the happening of events specified in the partnership agreement;        (2)    A consent to dissolution by all partners;        (3)    An event of withdrawal of a general partner unless:            (i)    At the time there is at least one other general partner and the business is continued by a remaining general partner under a right to do so stated in the partnership agreement; or            (ii)    Within 90 days after the withdrawal, all partners other than the withdrawn general partner agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of one or more additional general partners if necessary or desired; or        (4)    The entry of a decree of judicial dissolution under § 10-802 of this subtitle.
MD. Corporations and Associations Code Ann. §  10-802 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 8 - Miscellaneous Provisions|Section 10-802 - Judicial Dissolution

    On application by or for a partner, the circuit court of the county in which the principal office of the limited partnership is located may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
MD. Corporations and Associations Code Ann. §  10-803 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 8 - Miscellaneous Provisions|Section 10-803 - Winding Up

    (a)    Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership’s affairs; but the circuit court of the county in which the principal office of the limited partnership is located, on cause shown, may wind up the limited partnership’s affairs on application of any partner or assignee.    (b)    Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in § 10-203 of this title, the persons winding up the limited partnership’s affairs may, in the name of and on behalf of the limited partnership, prosecute and defend suits, whether civil, criminal, or administrative, gradually settle and close the limited partnership’s business, dispose of and convey the limited partnership’s property, discharge the limited partnership’s liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of the limited partners.
MD. Corporations and Associations Code Ann. §  10-804 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 8 - Miscellaneous Provisions|Section 10-804 - Distribution of Assets

    Upon the winding up of a limited partnership, the assets shall be distributed as follows:         (1)    To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under § 10-601 or § 10-604 of this title;        (2)    Unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under § 10-601 or § 10-604 of this title; and        (3)    Unless otherwise provided in the partnership agreement, to partners first for the return of their contributions and second respecting their partnership interests, in the proportions in which the partners share in distributions.
MD. Corporations and Associations Code Ann. §  10-805 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 8 - Miscellaneous Provisions|Section 10-805 - Registration as Limited Liability Partnership

    (a)    A limited partnership may register as a limited liability partnership under § 9A-1001 of this article by:        (1)    Including, in the limited partnership’s certificate of limited partnership filed under § 10-201 of this title or in an amendment of its certificate of limited partnership filed under § 10-202 of this title, the information described in § 9A-1001(a) of this article; and        (2)    Using a name that complies with the requirements of Title 1, Subtitle 5 of this article.    (b)    (1)    Subject to paragraph (2) of this subsection, the provisions of Title 9A of this article that apply to limited liability partnerships shall apply to a limited partnership that has registered as a limited liability partnership.        (2)    In applying Title 9A, Subtitle 10 of this article to a limited partnership, all references to a partner shall mean a general partner.    (c)    If a limited partnership is a registered limited liability partnership, § 9A-306 of this article applies to its general partners and to any of its limited partners who, under other provisions of this title, are liable for the debts, obligations, or liabilities of the limited partnership.    (d)    A limited partnership that has registered as a limited liability partnership may withdraw such registration by complying with § 9A-1001(e) of this article.
MD. Corporations and Associations Code Ann. §  10-901 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 9 - Foreign Limited Partnerships|Section 10-901 - Law Governing

    (a)    Subject to the Maryland Constitution:        (1)    The laws of the state or country under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and        (2)    A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State.    (b)    A foreign limited partnership may not do any kind of intrastate, interstate, or foreign business in this State which the laws of this State prohibit a domestic limited partnership from doing.
MD. Corporations and Associations Code Ann. §  10-902 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 9 - Foreign Limited Partnerships|Section 10-902 - Registration

    Before doing any interstate, intrastate, or foreign business in this State, a foreign limited partnership shall register with the Department. In order to register, a foreign limited partnership shall submit to the Department an application for registration as a foreign limited partnership, executed by a general partner and setting forth:        (1)    The name of the foreign limited partnership and, if different, the name under which it proposes to register and do business in this State;        (2)    The state or country under whose laws it was formed and the date of its formation;        (3)    The general character of the business it proposes to transact in this State;        (4)    The name and address of its resident agent in this State;        (5)    A statement that the Department is appointed the resident agent of the foreign limited partnership if no resident agent has been appointed under paragraph (4) or, if appointed, the resident agent’s authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;        (6)    The address of the office required to be maintained in the state or country of its organization by the laws of that jurisdiction or, if not so required, of the principal office of the foreign limited partnership;        (7)    The name and business, residence, or mailing address of each of the general partners; and        (8)    Proof acceptable to the Department of good standing in the jurisdiction where it currently is organized.
MD. Corporations and Associations Code Ann. §  10-903 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 9 - Foreign Limited Partnerships|Section 10-903 - Issuance of Registration

    If the Department finds that an application for registration meets the requirements of this title and all required fees have been paid, it shall:         (1)    Endorse on the application the date and time of its acceptance for record;        (2)    Record promptly the document; and        (3)    (i)    Send an acknowledgment to the person who filed the application or his representative stating the date and time that the document was accepted for record; and            (ii)    Unless the person who filed the application or the person’s representative 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. §  10-904 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 9 - Foreign Limited Partnerships|Section 10-904 - Name

    A foreign limited partnership may register with the Department under any name (whether or not it is the name under which it is registered in its state of organization) as provided in Title 1, Subtitle 5 of this article.
MD. Corporations and Associations Code Ann. §  10-905 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 9 - Foreign Limited Partnerships|Section 10-905 - Changes and Amendments

    If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file with the Department a certificate, executed by a general partner, correcting the statement. The provisions of § 10-207 of this title are applicable to foreign limited partnerships as if they were domestic limited partnerships.
MD. Corporations and Associations Code Ann. §  10-906 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 9 - Foreign Limited Partnerships|Section 10-906 - Cancellation of Registration

    A foreign limited partnership may cancel its registration by filing with the Department a certificate of cancellation executed by a general partner. A cancellation does not terminate the authority of the Department to accept service of process on the foreign limited partnership with respect to causes of action arising out of doing business in this State.
MD. Corporations and Associations Code Ann. §  10-907 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 9 - Foreign Limited Partnerships|Section 10-907 - Doing Business Without Registration

    (a)    If a foreign limited partnership is doing or has done any intrastate, interstate, or foreign business in this State without complying with the requirements of this subtitle, neither the foreign limited partnership nor any person claiming under it may maintain a suit in any court of this State unless it shows to the satisfaction of the court that:        (1)    The foreign limited partnership or the person claiming under it has paid the penalty specified in subsection (e)(1) of this section; and        (2)    Either:            (i)    The foreign limited partnership or a foreign limited partnership successor to it has complied with the requirement of this subtitle; or            (ii)    The foreign limited partnership and any foreign limited partnership successor to it are no longer doing intrastate, interstate, or foreign business in this State.    (b)    The failure of a foreign limited partnership to register in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this State.    (c)    A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the partnership’s having done business in this State without registration.    (d)    A foreign limited partnership, by doing business in this State without registration, appoints the Department as its agent for service of process with respect to causes of action arising out of doing business in this State.    (e)    (1)    If a foreign limited partnership does any intrastate, interstate, or foreign business in this State without registering, the Department shall impose a penalty of $200 on the partnership. This penalty shall be collected and may be reduced or abated under § 14-704 of the Tax - Property Article;        (2)    Each general partner of a foreign limited partnership which does intrastate, interstate, or foreign business in this State without registering, and each agent of the foreign limited partnership who transacts intrastate, interstate, or foreign business in this State for it is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $1,000.
MD. Corporations and Associations Code Ann. §  10-908 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 9 - Foreign Limited Partnerships|Section 10-908 - Action by Attorney General

    The Attorney General may bring an action to restrain a foreign limited partnership from doing business in this State in violation of this subtitle.
MD. Corporations and Associations Code Ann. §  10-909 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 9 - Foreign Limited Partnerships|Section 10-909 - Doing Business

    (a)    In addition to any other activities which may not constitute doing business in this State, for the purposes of this article, the following activities of a foreign limited partnership do not constitute doing business in this State:        (1)    Maintaining, defending, or settling an action, suit, claim, dispute, or administrative or arbitration proceeding;        (2)    Holding meetings of its partners or carrying on other activities which concern its internal affairs;        (3)    Maintaining bank accounts;        (4)    Conducting an isolated transaction not in the course of a number of similar transactions;        (5)    Foreclosing mortgages and deeds of trust on property in this State;        (6)    As a result of default under a mortgage or deed of trust, acquiring title to property in this State by foreclosure, deed in lieu of foreclosure, or otherwise;        (7)    Holding, protecting, renting, maintaining, and operating property in this State so acquired; and        (8)    Selling or transferring the title to property in this State so acquired to any person, including the Federal Housing Administration or the Veterans Administration.    (b)    In addition to any other activities which may constitute doing business in this State, for the purposes of this article any foreign limited partnership which owns income-producing real or tangible personal property in this State, other than property exempted by subsection (a) of this section, will be considered to be doing business in this State.
MD. Corporations and Associations Code Ann. §  10-910 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 9 - Foreign Limited Partnerships|Section 10-910 - Assent to State Laws

    By doing intrastate, interstate, or foreign business in this State, a foreign limited partnership assents to the laws of this State.