reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  9A-804 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 8 - Winding Up Partnership Business|Section 9A-804 - Partner's Power to Bind Partnership After Dissolution

    Subject to § 9A-805 of this subtitle, a partnership is bound by a partner’s act after dissolution that:         (1)    Is appropriate for winding up the partnership business; or        (2)    Would have bound the partnership under § 9A-301 of this title before dissolution, if the other party to the transaction did not have notice of the dissolution.
MD. Corporations and Associations Code Ann. §  9A-805 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 8 - Winding Up Partnership Business|Section 9A-805 - Statement of Dissolution

    (a)    After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.    (b)    A filed statement of dissolution cancels a filed statement of partnership authority for the purposes of § 9A–303(c) of this title and is a limitation on authority for the purposes of § 9A–303(d) of this title.    (c)    For the purposes of §§ 9A–301 of this title and 9A–804 of this subtitle, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners’ authority as a result of the statement of dissolution 90 days after it is filed.    (d)    After filing a statement of dissolution, a dissolved partnership may file a statement of partnership authority which will operate with respect to a person not a partner as provided in § 9A–303(c) and (d) of this title in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
MD. Corporations and Associations Code Ann. §  9A-806 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 8 - Winding Up Partnership Business|Section 9A-806 - Partner's Liability to Other Partners After Dissolution

    (a)    Except as otherwise provided in subsection (b) of this section and § 9A-306(c) of this title, after dissolution a partner is liable to the other partners for the partner’s share of any partnership liability incurred under § 9A-804 of this subtitle.    (b)    A partner who, with knowledge of the dissolution, incurs a partnership liability under § 9A-804(2) of this subtitle by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
MD. Corporations and Associations Code Ann. §  9A-807 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 8 - Winding Up Partnership Business|Section 9A-807 - Settlement of Accounts and Contributions Among Partners

    (a)    In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b) of this section.    (b)    Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners’ accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner’s account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under § 9A-306(c) of this title.    (c)    If a partner fails to contribute the full amount required under subsection (b) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under § 9A-306(c) of this title. A partner or partner’s legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner is personally liable under § 9A-306(c) of this title.    (d)    After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement.    (e)    The estate of a deceased partner is liable for the partner’s obligation to contribute to the partnership.    (f)    An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner’s obligation to contribute to the partnership.    (g)    Notwithstanding the foregoing provisions of this section, a partner of a limited liability partnership shall have no obligation to make a contribution to the partnership, whether directly or indirectly by way of a charge against the partner’s account or otherwise, with respect to any partnership obligations for which the partner has no personal liability under § 9A-306 of this title.
MD. Corporations and Associations Code Ann. §  9A-901 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 9 - Merger|Section 9A-901 - Merger in General

    (a)    Unless the partnership agreement provides otherwise, a partnership may be a party to a statutory merger pursuant to this subtitle and may merge into one or more:        (1)    Partnerships;        (2)    Limited liability companies;        (3)    Limited partnerships;        (4)    Corporations having capital stock; or        (5)    Business trusts having transferable units of beneficial interest.    (b)    One or more partnerships, limited liability companies, limited partnerships, corporations having capital stock, or business trusts having transferable units of beneficial interest may merge into a partnership.    (c)    Before a partnership may be a party to a statutory merger pursuant to this subtitle, such partnership must have on file with the Department either (1) a statement of authority filed pursuant to § 9A-303 of this title or (2) a certificate of limited liability partnership filed pursuant to § 9A-1001 of this title.    (d)    The statutory merger provisions of this subtitle do not preclude a partnership from being converted or merged by agreement or by operation of law.
MD. Corporations and Associations Code Ann. §  9A-902 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 9 - Merger|Section 9A-902 - Approval of Merger

    (a)    The proposed merger shall be approved in the manner provided by this section.    (b)    A corporation shall approve the merger under the provisions of § 3-105 of this article.    (c)    A real estate investment trust shall approve the merger under the provisions of § 8–501.1 of this article.    (d)    A limited partnership shall approve the merger under the provisions of § 10-208 of this article.    (e)    A limited liability company shall approve the merger under the provisions of § 4A-702 of this article.    (f)    A partnership shall approve the merger by all of its partners, or a lesser number or percentage specified for merger in its partnership agreement.    (g)    A foreign partnership party to the merger shall have the merger approved in the manner and by the vote required by the laws of the place where it is organized.    (h)    A statutory trust shall approve the merger under the provisions of § 12–602 of this article.    (i)    A business trust, other than a Maryland real estate investment trust or statutory trust, shall have the merger approved in the manner and by the vote required by the laws of the place where it is formed.
MD. Corporations and Associations Code Ann. §  9A-903 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 9 - Merger|Section 9A-903 - Execution and Filing of Articles of Merger

    Articles of merger shall:         (1)    Contain the provisions required by § 3-109 of this article and other provisions permitted by that section;        (2)    Be executed:            (i)    In the case of a partnership, by any partner authorized by the partnership to do so;            (ii)    In the case of a limited liability company, in the manner required by § 4A-206 of this article;            (iii)    In the case of a corporation or business trust, in the manner required by Title 1 of this article; and            (iv)    In the case of a limited partnership, in the manner required by Title 10 of this article; and        (3)    Be filed for record with the Department.
MD. Corporations and Associations Code Ann. §  9A-904 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 9 - Merger|Section 9A-904 - Abandonment

    (a)    Unless the articles of merger preclude the right to abandon the merger or permit some other vote or manner of abandonment, a proposed merger may be abandoned before the effective date of the articles by:        (1)    A majority vote of the partners of a partnership party to the articles;        (2)    Unanimous consent of the members of a limited liability company party to the articles;        (3)    A majority vote of the general partners and a majority in interest of the limited partners, as defined in § 10-208 of this article, of any limited partnership party to the articles;        (4)    A majority vote of the entire board of directors of a corporation party to the articles; and        (5)    A majority vote of the entire board of trustees of a business trust party to the articles.    (b)    If the articles of merger have been filed with the Department, notice of the abandonment shall be given promptly to the Department.    (c)    (1)    If the proposed merger is abandoned as provided in this section, no legal liability arises under the articles of merger.        (2)    An abandonment does not prejudice the rights of any person under any other contract made by a partnership, limited liability company, limited partnership, corporation or business trust party to the proposed articles of merger in connection with the proposed merger.
MD. Corporations and Associations Code Ann. §  9A-905 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 9 - Merger|Section 9A-905 - Rights of Objector

    (a)    A member of a partnership objecting to a merger of the partnership has the same rights with respect to the partner’s interest in the 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.    (b)    The procedures under Title 3, Subtitle 2 of this article shall be applicable to the extent practicable.
MD. Corporations and Associations Code Ann. §  9A-906 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 9 - Merger|Section 9A-906 - Certificates of Merger

    (a)    The Department shall prepare certificates of merger that specify:        (1)    The name of each party to the articles of merger;        (2)    The name of the successor and the location of its principal office in this State or, if it has none, its principal place of business; and        (3)    The time the articles of merger are accepted for record by the Department.    (b)    In addition to any other provision of law with respect to recording, the Department shall send one of the certificates of merger to the clerk of the circuit court of each county in the State where the articles of merger show that a merging partnership, limited liability company, limited partnership, corporation or business trust other than the successor owns an interest in land.    (c)    On receipt of a certificate, a clerk promptly shall record it with the land records.
MD. Corporations and Associations Code Ann. §  9A-907 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 9 - Merger|Section 9A-907 - Property Certificate

    (a)    The Department shall require a partnership, limited liability company, limited partnership, corporation, or business trust to submit with the articles of merger a property certificate for each county where a merging partnership, limited liability company, limited partnership, corporation, or business trust other than the successor owns an interest in land.    (b)    A property certificate is not required with respect to any property in which the only interest owned by the merging partnership, limited liability company, limited partnership, corporation, or business trust is a security interest.    (c)    The property certificate:        (1)    Shall be in the form and number of copies that the Department requires; and        (2)    May include the certificate of the Department required by § 9A-906 of this subtitle.    (d)    (1)    The property certificate shall provide a deed reference or other description sufficient to identify the property.        (2)    The Department shall:            (i)    Indicate on the property certificate the time that articles of merger are accepted for record; and            (ii)    Send a copy of the property certificate to the chief assessor of the county where the property is located.    (e)    A transfer, vesting, or devolution of title to the property is not invalidated or otherwise affected by any error or defect in the property certificate, failure to file the property certificate, or failure by the Department to act on the property certificate.
MD. Corporations and Associations Code Ann. §  9A-908 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 9 - Merger|Section 9A-908 - Effective Date of Merger

    A merger is effective as of the later of:         (1)    The time the Department accepts the articles of merger for record; or        (2)    The time established under the articles of merger, not to exceed 30 days after the articles of merger are accepted for record.
MD. Corporations and Associations Code Ann. §  9A-909 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 9 - Merger|Section 9A-909 - Effects of Consummation

    (a)    Consummation of a merger has the effects provided in this section.    (b)    The separate existence of each partnership, limited liability company, limited partnership, corporation, or business trust party to the articles, except the successor, ceases.    (c)    The interest of each partner of a partnership party to the articles of merger that are to be converted or exchanged under the terms of the articles of merger cease to exist, subject to the rights of an objecting partner under § 9A-905 of this subtitle.    (d)    In addition to any other purposes and powers set forth in the articles of merger, if the articles provide, the successor has the purpose and powers of each party to the articles.    (e)    (1)    The assets of each party to the articles of merger, including any legacies that it would have been capable of taking, transfer to, vest in, and devolve upon the successor without further act or deed.        (2)    Confirmatory deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the nonsurviving party to the articles of merger by its last acting authorized persons, general partners, officers, trustees, or by the appropriate authorized persons, general partners, officers, or trustees, or members of the successor.    (f)    (1)    (i)    The successor is liable for all the debts and obligations of each nonsurviving party to the articles of merger.            (ii)    An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles of merger:                1.    May be prosecuted to judgment as if the merger had not taken place; or                2.    On motion of the successor or any party, the successor may be substituted as a party, and the judgment against the nonsurviving party to the articles of merger shall constitute a judgment against the successor.        (2)    A merger does not impair the rights of creditors or a lien on the property of any partnership, limited liability company, limited partnership, corporation, or business trust party to the articles of merger.        (3)    Subject to Subtitles 7 and 8 of this title, a partner of a nonsurviving partnership remains liable for all the debts and obligations of the nonsurviving partnership party to the articles of merger.    (g)    A partner of the surviving partnership is liable for:        (1)    All obligations of a party to the merger for which the partner was personally liable before the merger;        (2)    All other obligations of the surviving partnership incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the surviving partnership; and        (3)    Except as provided in § 9A-306(c) of this title, all obligations of the surviving partnership incurred after the merger takes effect.
MD. Corporations and Associations Code Ann. §  9A-910 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 9 - Merger|Section 9A-910 - Service of Process

    Following a merger involving one or more partnerships, if the successor partnership is not a partnership organized under this subtitle, there shall be included in the articles of merger filed under § 9A-903 of this subtitle for each partnership organized under this subtitle a statement that:         (1)    The successor partnership agrees that it may be served with process in this State in any action, suit, or proceeding for the enforcement of any obligation of the nonsurviving partnership that arose before the merger;        (2)    Irrevocably appoints the Department as its agent to accept service of process in any such action, suit, or proceeding described under item (1) of this section; and        (3)    Specifies the address to which a copy of the process shall be mailed by the Department.
MD. Corporations and Associations Code Ann. §  9A-1001 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 10 - Limited Liability Partnerships|Section 9A-1001 - Registration; Certificates

    (a)    A partnership formed in accordance with an agreement governed by the laws of this State may register as a limited liability partnership by filing with the Department a certificate of limited liability partnership which sets forth:        (1)    The name of the limited liability partnership;        (2)    The purpose for which the limited liability partnership exists; and        (3)    The address of its principal office in this State and the name and address of its resident agent.    (b)    A partnership qualifies as a limited liability partnership at the time of the filing of the certificate with the Department or at any later time specified in the certificate.    (c)    An amendment to the certificate of limited liability partnership shall be:        (1)    In writing; and        (2)    Filed for record with the Department.    (d)    A certificate or amendment shall be executed by a person authorized by the limited liability partnership to execute such certificate and amendment.    (e)    Registration of a partnership as a limited liability partnership may be voluntarily withdrawn at any time by filing with the Department a written withdrawal notice executed by one or more partners authorized by the limited liability partnership to execute the withdrawal.    (f)    The status of a partnership as a limited liability partnership shall not be affected by the admission of one or more partners to the partnership or by the death, retirement, or withdrawal of any partner or any other event causing any partner to be dissociated from the partnership.
MD. Corporations and Associations Code Ann. §  9A-1002 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 10 - Limited Liability Partnerships|Section 9A-1002 - Recordation of Filings With Department

    (a)    The Department may not accept for record or filing any document of a limited liability partnership that does not conform with law.    (b)    Any document which purports to be acknowledged may be treated by the Department as properly acknowledged.    (c)    The Department may not accept for record or filing any certificates, qualification, registration, change of resident agent or principal office, report, service of process or notice, or other document until all required recording, filing, and other fees have been paid to the Department.    (d)    When the Department accepts for record any certificate or other document, 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 limited liability partnership, its attorney, or its agent stating the date and time that the document was accepted for record; and            (ii)    Unless the limited liability 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. §  9A-1003 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 10 - Limited Liability Partnerships|Section 9A-1003 - Name

    The name of each limited liability partnership as set forth in the certificate of limited liability partnership shall comply with the provisions of Title 1, Subtitle 5 of this article.
MD. Corporations and Associations Code Ann. §  9A-1004 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 9A - Maryland Revised Uniform Partnership Act|Subtitle 10 - Limited Liability Partnerships|Section 9A-1004 - Reserved Names

    The exclusive right to use a specified name for a domestic or foreign limited liability partnership may be reserved as provided in Title 1, Subtitle 5 of this article.