reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  10-911 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 9 - Foreign Limited Partnerships|Section 10-911 - Compliance With Subtitle Is Not Consent to Suit

    With respect to any cause of action on which a foreign limited partnership would not otherwise be subject to suit in this State, compliance with this subtitle:         (1)    Does not of itself render a foreign limited partnership subject to suit in this State; and        (2)    Is not considered as consent by it to be sued in this State.
MD. Corporations and Associations Code Ann. §  10-912 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 9 - Foreign Limited Partnerships|Section 10-912 - Law Governing Merger -- Foreign Limited Partnership

    (a)    If a foreign limited partnership that owns property, rights, privileges, franchises, or other assets located in this State is a party to a merger in which a foreign corporation, foreign partnership, foreign limited liability company, or another foreign limited partnership is the successor, the transfer to, vesting in, or devolution on the successor of the property, rights, privileges, franchises, or other assets of the nonsurviving foreign limited partnership is effective as provided by the laws of the place that governs the merger.    (b)    The successor shall file with the Department:        (1)    A property certificate under § 3–112 of this article or § 10–208(h) of this title, or both; and        (2)    A certificate that specifies:            (i)    Each county in the State where a foreign limited partnership party to the merger, except the successor, owned an interest in land;            (ii)    The name of each party to the merger;            (iii)    The place under the laws of which each party was organized;            (iv)    The name of the successor; and            (v)    If the successor is a foreign limited partnership, or foreign partnership, the name and business, residence, or mailing address of each of the general partners of the successor.        (3)    The certificate shall be executed:            (i)    In the case of a partnership, in the manner required in § 9A–903 of this article;            (ii)    In the case of a limited partnership, by all of the general partners;            (iii)    In the case of a limited liability company in the manner required in § 4A–206 of this article; and            (iv)    In the case of a corporation or business trust, in the manner required by Title 1 of this article.    (c)    If a copy of the document effecting the merger has not been filed with the Department as provided in this title, the successor shall file with the Department an officially certified copy of that document.    (d)    When the Department receives the articles and any certificate of the successor, it shall prepare and file certificates of merger in the manner provided for Maryland limited partnerships. However, the certificate of merger need not state the principal office in the State of any successor that does not have a principal office, and the certificate shall include the other information specified in the certificate filed by the successor.
MD. Corporations and Associations Code Ann. §  10-913 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 9 - Foreign Limited Partnerships|Section 10-913 - Forfeiture of Right to Do Business

    (a)    The Department may forfeit the right of any foreign limited partnership to do business in this State if the limited partnership fails to file with the Department any report or fails to pay any late filing penalties required by law:        (1)    Within the time required by law; and        (2)    Thereafter, within 30 days after the Department makes a written demand for the delinquent report or late filing penalties.    (b)    Unless the Department excuses a reasonable delay for good cause shown, the forfeiture is effective 15 days after written notice of forfeiture from the Department, without proceedings of any kind either at law or in equity.    (c)    The demand for a delinquent report or late filing penalties and the notice of forfeiture shall be addressed to the limited partnership:        (1)    At its address on file with the Department; or        (2)    If it has no address on file with the Department, in the care of the Secretary of State, or corresponding official of the place where it was organized or is existing, if known to the Department.    (d)    On forfeiture of its right to do business in this State, the foreign limited partnership is subject to the same rules, legal provisions, and sanctions as if it had never qualified or been licensed to do business in this State.
MD. Corporations and Associations Code Ann. §  10-1001 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 10 - Derivative Actions|Section 10-1001 - Right of Action

    A limited partner may bring a derivative action to enforce a right of a limited partnership to recover a judgment in its favor to the same extent that a stockholder may bring an action for a derivative suit under the corporation law of Maryland. Such an action may be brought if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed. The derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of the limited partners in enforcing the right of the limited partnership.
MD. Corporations and Associations Code Ann. §  10-1002 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 10 - Derivative Actions|Section 10-1002 - Proper Plaintiff

    In a derivative action, the plaintiff must be a partner at the time of bringing the action and:         (1)    Have been a partner at the time of the transaction of which he complains; or        (2)    Have had his status as a partner devolve on him by operation of law from a person who was a partner at the time of the transaction.
MD. Corporations and Associations Code Ann. §  10-1003 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 10 - Derivative Actions|Section 10-1003 - Pleading

    In a derivative action, the complaint shall set forth with particularity the attempts, if any, of the plaintiff to secure initiation of the action the plaintiff desires by a general partner or the reasons for not making the effort.
MD. Corporations and Associations Code Ann. §  10-1004 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 10 - Derivative Actions|Section 10-1004 - Expenses

    If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.
MD. Corporations and Associations Code Ann. §  10-1101 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 11 - Miscellaneous|Section 10-1101 - Construction and Application

    This title shall be applied and construed so as to effectuate its general purpose to make uniform the law with respect to the subject of this title among states enacting it.
MD. Corporations and Associations Code Ann. §  10-1102 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 11 - Miscellaneous|Section 10-1102 - Short Title

    This title may be cited as the Maryland Revised Uniform Limited Partnership Act.
MD. Corporations and Associations Code Ann. §  10-1103 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 11 - Miscellaneous|Section 10-1103 - Severability

    If any provision of this title or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the title which can be given effect without the invalid provision or application, and to this end the provisions of this title are severable.
MD. Corporations and Associations Code Ann. §  10-1104 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 10 - Limited Partnership Act|Subtitle 11 - Miscellaneous|Section 10-1104 - Effective Date, Extended Effective Date, and Repeal

    Except as provided below, the effective date of this Act is July 1, 1982, and former Title 10 of the Corporations and Associations Article of the Annotated Code of Maryland (the “Maryland Uniform Limited Partnership Act”) is repealed:         (1)    All limited partnerships formed on or after the effective date shall be governed by the provisions of the Maryland Revised Uniform Limited Partnership Act;        (2)    All existing limited partnerships which have been formed under the provisions of the Maryland Uniform Limited Partnership Act shall continue to be governed by the provisions of that Act until the extended effective date of July 1, 1985, at which time those limited partnerships shall be governed by the provisions of the Maryland Revised Uniform Limited Partnership Act;        (3)    Subtitle 9, dealing with registration of foreign limited partnerships, is not effective until the extended effective date; and        (4)    Any limited partnership formed under the Maryland Uniform Limited Partnership Act and any foreign limited partnerships may elect to be governed by the provisions of the Maryland Revised Uniform Limited Partnership Act before the extended effective date by filing with the Department one of the following documents which specifically states that the limited partnership is electing to be bound by the Maryland Revised Uniform Limited Partnership Act before July 1, 1985:            (i)    For a Maryland limited partnership:                1.    An initial certificate; or                2.    A certificate of amendment; or            (ii)    For a foreign limited partnership, an application for registration.
MD. Corporations and Associations Code Ann. §  11-102 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 11 - Maryland Securities Act|Subtitle 1 - Definitions; General Provisions|Section 11-102 - Rules of Interpretation

    (a)    The terms “offer”, “offer to sell”, “sale”, and “sell”, as defined in § 11–101(m) and (p) of this subtitle, do not include:        (1)    Any bona fide pledge or loan;        (2)    Any stock dividend, whether the corporation distributing the dividend is the issuer of the stock or not, if nothing of value is given by stockholders for the dividend other than the surrender of a right to a cash or property dividend when each stockholder may elect to take the dividend in cash, property, or stock;        (3)    Any act incident to a class vote by stockholders, under the certificate of incorporation or the applicable corporation statute, on a merger, consolidation, split–up, spin–off, share exchange, reclassification of securities, or transfer of corporate assets in consideration of the issuance, in whole or in part, of securities of another corporation;        (4)    Any act incident to a judicially approved reorganization in which a security is issued:            (i)    In exchange for one or more outstanding securities, claims, or property interests; or            (ii)    Partly in such exchange and partly for cash; or        (5)    Any act as to which the Commissioner by rule or order finds that:            (i)    Application of § 11–101(m) and (p) of this subtitle is not necessary or appropriate for the protection of investors; and            (ii)    The finding is consistent with the public interest and within the purposes fairly intended by the policy and provisions of this title.    (b)    As used in this title, “fraud”, “deceit”, and “defraud” are not limited to common–law deceit.    (c)    Any security given or delivered with or as a bonus on account of any purchase of securities or any other thing is considered to constitute part of the subject of the purchase and to have been offered and sold for value.    (d)    A purported gift of assessable stock is considered to involve an offer and sale.    (e)    Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer and every sale or offer of a security which gives the holder a present or future right or privilege to convert into another security of the same or another issuer is considered to include an offer of the other security.
MD. Corporations and Associations Code Ann. §  11-103 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 11 - Maryland Securities Act|Subtitle 1 - Definitions; General Provisions|Section 11-103 - No Preemption by Philanthropy Protection Act

    In accordance with § 6 of the federal Philanthropy Protection Act of 1995, the federal Philanthropy Protection Act of 1995 does not preempt the laws of this State.
MD. Corporations and Associations Code Ann. §  11-201 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 11 - Maryland Securities Act|Subtitle 2 - Division of Securities|Section 11-201 - Administration of Title

    (a)    There is a Division of Securities in the Office of the Attorney General. The Division shall administer this title.    (b)    (1)    The principal executive officer of the Division of Securities shall be the Securities Commissioner to be appointed by the Attorney General, who also shall have the power to employ those officers and employees necessary to carry out the purposes of this title.        (2)    The Securities Commissioner shall be a practicing lawyer of this State in good standing, shall hold his office at the pleasure of the Attorney General, and shall receive the salary provided in the State budget.    (c)    The Attorney General also shall appoint an assistant securities commissioner who, after appointment, shall hold that position subject generally to the provisions of Division I of the State Personnel and Pensions Article. If a vacancy occurs in the position of assistant securities commissioner, the vacancy shall be filled by a person appointed by the Attorney General subject to the provisions of Division I of the State Personnel and Pensions Article. Each person appointed shall hold his position subject generally to those provisions.
MD. Corporations and Associations Code Ann. §  11-203 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 11 - Maryland Securities Act|Subtitle 2 - Division of Securities|Section 11-203 - Rules, Forms, and Orders

    (a)    (1)    The Commissioner from time to time may make, amend, and rescind the rules, forms, and orders necessary to carry out the provisions of this title, including rules and forms governing registration statements, notice filings, applications, and reports and defining any terms, whether or not used in this title, to the extent that the definitions are not inconsistent with the provisions of this title.        (2)    The Commissioner may by rule classify securities, persons, and matters within his jurisdiction, and prescribe different requirements for different classes.    (b)    (1)    A rule, form, or order may not be made, amended, or rescinded unless the Commissioner finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of this title.        (2)    In prescribing rules and forms the Commissioner may cooperate with the securities administrators of the other states and the Securities and Exchange Commission with a view to effectuating the policy of this statute to achieve maximum uniformity in the form and content of registration statements, applications, and reports wherever practicable.    (c)    (1)    The Commissioner by rule or order may prescribe:            (i)    The form and content of financial statements required under this title;            (ii)    The circumstances under which consolidated financial statements shall be filed; and            (iii)    Whether any required financial statements shall be certified by independent certified public accountants.        (2)    All financial statements shall be prepared in accordance with generally accepted accounting practices.    (d)    All rules and forms of the Commissioner shall be published.    (e)    A provision of this title imposing any liability does not apply to any act done or omitted in good faith in conformity with any rule, form, or order of the Commissioner, notwithstanding that the rule, form, or order may later be amended, rescinded, or determined by judicial or other authority to be invalid for any reason.
MD. Corporations and Associations Code Ann. §  11-204 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 11 - Maryland Securities Act|Subtitle 2 - Division of Securities|Section 11-204 - Hearings to Be Public

    Every hearing in an administrative proceeding shall be public unless the Commissioner in his discretion grants a request joined in by all the respondents that the hearing be conducted privately.
MD. Corporations and Associations Code Ann. §  11-205 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 11 - Maryland Securities Act|Subtitle 2 - Division of Securities|Section 11-205 - Filing of Sales and Advertising Literature

    The Commissioner by rule or order may require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature or advertising communication, whether communicated in hard copy, electronic means, or otherwise, addressed or intended for distribution to prospective investors, including clients or prospective clients of an investment adviser, unless the security or transaction is exempted by Subtitle 6 of this title or the security is a federal covered security or the transaction is with respect to a federal covered security.
MD. Corporations and Associations Code Ann. §  11-206 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 11 - Maryland Securities Act|Subtitle 2 - Division of Securities|Section 11-206 - Administrative Files and Opinions

    (a)    A document is filed when it is received by the Commissioner.    (b)    (1)    The Commissioner shall keep a register of every application for registration, every notice filing, and every registration statement which is or has ever been effective under this title and every denial, suspension, or revocation order which is entered under this title.        (2)    The register shall be open for public inspection.    (c)    The information contained in or filed with any registration statement, application, notice filing, or report may be made available to the public under the rules which the Commissioner prescribes.    (d)    (1)    On request and at the reasonable charges which he prescribes, the Commissioner shall furnish to any person photostatic or other copies, certified under his seal of office if requested, of any entry in the register or any document which is a matter of public record.        (2)    In any proceeding or prosecution under this title, any copy so certified is prima facie evidence of the contents of the entry or document certified.    (e)    The Commissioner may honor requests from interested persons for interpretative opinions. The fee for issuance of an interpretative opinion is $100.
MD. Corporations and Associations Code Ann. §  11-207 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 11 - Maryland Securities Act|Subtitle 2 - Division of Securities|Section 11-207 - Use or Disclosure of Information

    (a)    It is unlawful for the Commissioner or any of the officers or employees in the Division of Securities to use for personal benefit any information which is filed with or obtained by the Commissioner and which is not made public.    (b)    No provision of this title authorizes the Commissioner or any of his officers or employees to disclose any such information except among themselves or when necessary or appropriate in a proceeding or investigation under this title.    (c)    No provision of this title either creates or derogates from any privilege which exists at common law or otherwise when documentary or other evidence is sought under a subpoena directed to the Commissioner or any of his officers or employees.
MD. Corporations and Associations Code Ann. §  11-208 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 11 - Maryland Securities Act|Subtitle 2 - Division of Securities|Section 11-208 - Securities Act Registration Fund

    (a)    In this section, “Fund” means the Securities Act Registration Fund.    (b)    There is a Securities Act Registration Fund.    (c)    The purpose of the Fund is to help fund the direct and indirect costs of administering and enforcing the Maryland Securities Act.    (d)    The Commissioner shall administer the Fund.    (e)    (1)    The Fund is a special, nonlapsing fund that is not subject to § 7–302 of the State Finance and Procurement Article.        (2)    The State Treasurer shall hold the Fund separately, and the Comptroller shall account for the Fund.    (f)    The Fund consists of:        (1)    Fees distributed to the Fund under § 11–407(a)(2) of this title;        (2)    Money appropriated in the State budget to the Fund; and        (3)    Any other money from any other source accepted for the benefit of the Fund.    (g)    The Fund may be used only to administer and enforce the Maryland Securities Act.    (h)    (1)    The State Treasurer shall invest the money of the Fund in the same manner as other State money may be invested.        (2)    Any interest earnings of the Fund shall be credited to the General Fund of the State.    (i)    Expenditures from the Fund may be made only in accordance with the State budget.    (j)    Money expended from the Fund used to administer and enforce the Maryland Securities Act is supplemental to and is not intended to take the place of funding that otherwise would be appropriated to administer and enforce the Maryland Securities Act.
MD. Corporations and Associations Code Ann. §  11-209 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 11 - Maryland Securities Act|Subtitle 2 - Division of Securities|Section 11-209 - Action for Violation of 8-801 of Criminal Law Article

    (a)    The Commissioner may:        (1)    Bring a civil action for damages against a person that violates § 8–801 of the Criminal Law Article on behalf of a victim of the violation or, if the victim is deceased, the victim’s estate;        (2)    Recover damages under this subsection for property loss or damage; and        (3)    If the Commissioner prevails in an action brought under this subsection, recover the costs of the action for the use of the Office of the Attorney General.    (b)    A conviction for a violation of § 8–801 of the Criminal Law Article is not a prerequisite for maintenance of an action under subsection (a) of this section.
MD. Corporations and Associations Code Ann. §  11-301 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 11 - Maryland Securities Act|Subtitle 3 - Fraudulent and Other Prohibited Practices|Section 11-301 - Offers, Sales, or Purchases

    It is unlawful for any person, in connection with the offer, sale, or purchase of any security, directly or indirectly to:         (1)    Employ any device, scheme, or artifice to defraud;        (2)    Make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading; or        (3)    Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit on any person.