reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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)    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.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 10 - Limited Liability Partnerships › Section 9A-1005 - Principal Office; Resident Agent

(a)    Limited liability partnerships shall have:
(1)    A principal office in the State; and
(2)    A resident agent who shall be:
(i)    A citizen of this State who resides in the State;
(ii)    A Maryland corporation; or
(iii)    A Maryland limited liability company.
(b)    (1)    A limited liability partnership may designate or change its resident agent or principal office by filing for record with the Department a statement signed by an authorized person which authorizes the designation or change.
(2)    A limited liability partnership may change the address of its resident agent by filing for record with the Department a statement of the change signed by a person authorized by the limited liability partnership to execute such statements.
(3)    A designation or change of a principal office or resident agent or address of the resident agent for a limited liability partnership under this subsection is effective when the Department accepts the statement for record.
(c)    (1)    A resident agent who changes addresses in this State may notify the Department of the change by filing for record with the Department a statement of the change signed by or on behalf of the resident agent.
(2)    The statement shall include:
(i)    The name of the limited liability partnership for which the change is effective;
(ii)    The old and new addresses of the resident agent; and
(iii)    The date on which the change is effective.
(3)    If the old and new addresses of the resident agent are the same as the old and new addresses of the principal office of the limited liability partnership, the statement may include a change of address of the principal office if:
(i)    The resident agent notifies the limited liability partnership in writing; and
(ii)    The statement recites that notice has been sent.
(4)    The change of address of the resident agent or principal office is effective when the Department accepts the statement for record.
(d)    (1)    A resident agent may resign by filing with the Department a counterpart or photocopy of the signed resignation.
(2)    Unless a later time is specified in the resignation, it is effective:
(i)    At the time it is filed with the Department, if the limited liability partnership has appointed a successor resident agent; or
(ii)    10 days after it is filed with the Department, if the limited liability partnership has not appointed a successor resident agent.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 10 - Limited Liability Partnerships › Section 9A-1006 - Limited Partnership as Limited Liability Partnership

(a)    A limited partnership may register as a limited liability partnership by complying with § 10-805 of this article.
(b)    The provisions of this title applicable to limited liability partnerships shall apply to a limited partnership which registers as a limited liability partnership; provided, however, that in applying this title to such a limited partnership, all references to partners shall mean general partners.
(c)    If a limited partnership is a registered limited liability partnership, § 9A-306 of this title applies to its general partners and to any of its limited partners who, under other provisions of this article, are liable for the debts or obligations of the limited partnership.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 10 - Limited Liability Partnerships › Section 9A-1007 - Failure to Pay Taxes or Required Contributions; Proclamation

(a)    (1)    Except with respect to a tax collectible locally, immediately after September 30 of each year, the State Comptroller shall certify to the Department a list of every Maryland limited liability 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 to the Department, the Comptroller shall mail to each listed limited liability partnership, at its address as it appears on the Comptroller’s records, a notice that its right to do business as a limited liability partnership 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 liability partnership to receive the notice mailed to it does not affect the forfeiture of its right to do business as a limited liability partnership in Maryland and the right to the use of its name.
(b)    (1)    Immediately after September 30 of each year, the Secretary of Commerce shall certify to the Department a list of every Maryland limited liability 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 liability partnership, at its address as it appears on the Secretary’s records, a notice that its right to do business as a limited liability partnership 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 liability partnership are paid.
(3)    The mailing of the notice is sufficient, and the failure of any limited liability partnership to receive the notice mailed to it does not affect the forfeiture of its right to do business as a limited liability partnership 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 liability partnership that has not filed an annual report with the Department for the prior year 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 § 9A–1016 of this subtitle, the right to do business as a limited liability partnership in Maryland and the right to the use of the name for each limited liability partnership is forfeited as of the date of the proclamation, without proceedings of any kind either at law or in equity.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 10 - Limited Liability Partnerships › Section 9A-1008 - Notice of Proclamation; Reinstatement Upon Payment

(a)    Within 10 days after the issuance of the proclamation, the Department shall mail notice of the proclamation to each limited liability partnership named in it. The notice shall be addressed to the limited liability 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 liability 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.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 10 - Limited Liability Partnerships › Section 9A-1009 - Corrective Proclamation

(a)    If the Department is satisfied that a limited liability partnership named in the proclamation has not failed to pay the tax, unemployment insurance contributions, or reimbursement payments, or file the report under § 9A–1007 of this subtitle, or that it has been mistakenly reported to the Department by the State Comptroller or the Secretary of Commerce, 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 as a limited liability partnership in Maryland and the right to the use of the name of the limited liability partnership as if the right to do business as a limited liability partnership in Maryland and the right to the use of the name had at all times remained in full force and effect.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 10 - Limited Liability Partnerships › Section 9A-1010 - 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.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 10 - Limited Liability Partnerships › Section 9A-1011 - Certificate of Reinstatement -- Filing

The authority to do business in Maryland of any limited liability 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.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 10 - Limited Liability Partnerships › Section 9A-1012 - Certificate of Reinstatement -- Contents

(a)    A certificate of reinstatement shall include:
(1)    The name of the limited liability partnership at the time its right to do business in Maryland was forfeited;
(2)    The name that the limited liability partnership will use after reinstatement, which shall comply with the provisions of this article with respect to limited liability partnership names;
(3)    The address of the principal office of the limited liability 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 liability partnership.
(b)    A certificate of reinstatement shall be executed by a person authorized by the limited liability partnership to execute such a certificate.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 10 - Limited Liability Partnerships › Section 9A-1013 - 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 liability 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, reimbursement payments, all State and local taxes, except taxes on real estate, and all interest and penalties due by the limited liability 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.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 10 - Limited Liability Partnerships › Section 9A-1014 - Conditions of Acceptance -- Acceptance as Evidence of Compliance

Except in a proceeding by this 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 liability partnership.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 10 - Limited Liability Partnerships › Section 9A-1015 - Penalties for Transacting Business

(a)    Any person that transacts business in the name or for the account of a limited liability 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 liability partnership is filed.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 10 - Limited Liability Partnerships › Section 9A-1016 - 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 liability partnership under this title does not:
(1)    Impair the validity of a contract or act of the limited liability partnership entered into or done either before or after the forfeiture, or prevent the limited liability partnership from defending any action, suit, or proceeding in a court of this State; and
(2)    Cause a partner of a limited liability partnership to have personal liability for any debts, obligations, or liabilities of or chargeable to the partnership or another partner, except to the extent otherwise provided under § 9A-306 of this title.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 11 - Foreign Limited Liability Partnerships › Section 9A-1101 - Registration

(a)    Before doing any interstate, intrastate, or foreign business in this State, a foreign limited liability partnership shall register with the Department.
(b)    In order to register, a foreign limited liability partnership shall submit to the Department an application for registration as a foreign limited liability partnership executed by an authorized person and setting forth:
(1)    The name of the foreign limited liability partnership and, if different, the name under which it proposes to register and do business in this State;
(2)    The state 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 as the resident agent of the foreign limited liability partnership if no resident agent has been appointed under paragraph (4) of this subsection 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 of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited liability partnership; and
(7)    Proof acceptable to the Department of good standing in the jurisdiction where it currently is organized.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 11 - Foreign Limited Liability Partnerships › Section 9A-1102 - Issuance of Registration

If the Department finds that an application for registration meets the requirements of this subtitle 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)    Send an acknowledgment to the person who filed the application or a representative of the person who filed the application stating the date and time that the document was accepted for record.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 11 - Foreign Limited Liability Partnerships › Section 9A-1104 - Changes and Amendments

If any statement in the application for registration of a foreign limited liability partnership is false when made or any arrangements or other facts described have changed making the application inaccurate in any respect, the foreign limited liability partnership shall promptly file with the Department a certificate, executed by an authorized person, correcting the statement.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 11 - Foreign Limited Liability Partnerships › Section 9A-1105 - Cancellation of Registration

(a)    A foreign limited liability partnership may cancel its registration by filing with the Department a certificate of cancellation executed by an authorized person.
(b)    The filing of a certificate of cancellation does not terminate the authority of the Department to accept service of process on the foreign limited liability partnership with respect to causes of action arising out of doing business in this State.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 11 - Foreign Limited Liability Partnerships › Section 9A-1106 - Doing Business Without Registration

(a)    If a foreign limited liability partnership is doing or has done any intrastate, interstate, or foreign business in this State without complying with the requirements of this subtitle, the foreign limited liability partnership and any person claiming under it may not maintain suit in any court of this State, unless the foreign limited liability partnership shows to the satisfaction of the court that:
(1)    The foreign limited liability partnership or the person claiming under it has paid the penalty specified in subsection (d)(1) of this section; and
(2)    (i)    The foreign limited liability partnership or a successor to it has complied with the requirements of this subtitle; or
(ii)    The foreign limited liability partnership and any foreign limited liability partnership successor to it are no longer doing intrastate, interstate, or foreign business in this State.
(b)    The failure of a foreign limited liability partnership to register in this State does not impair the validity of a contract or act of the foreign limited liability partnership or prevent the foreign limited liability partnership from defending any action, suit, or proceeding in a court of this State.
(c)    A foreign limited liability 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.
(d)    (1)    (i)    If a foreign limited liability partnership does any intrastate, interstate, or foreign business in this State without registering, the Department shall impose a penalty of $200 on the foreign limited liability partnership.
(ii)    The penalty under this subsection shall be collected and may be reduced or abated under § 14-704 of the Tax - Property Article.
(2)    Each member of a foreign limited liability partnership that does intrastate, interstate, or foreign business in this State without registering, and each agent of the foreign limited liability 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 of not more than $1,000.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 11 - Foreign Limited Liability Partnerships › Section 9A-1108 - Doing Business

(a)    In addition to any other activities which may not constitute doing business in this State, for the purposes of this subtitle, the following activities of a foreign limited liability 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 agents or carrying on other activities that 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; or
(8)    Selling or transferring 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 subtitle any foreign limited liability partnership which owns income producing real or tangible personal property in this State, other than property exempted by subsection (a) of this section, shall be considered to be doing business in this State.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 11 - Foreign Limited Liability Partnerships › Section 9A-1110 - Compliance With Subtitle Is Not Consent to Suit

With respect to a cause of action on which a foreign limited liability partnership would not otherwise be subject to suit in this State, compliance with this subtitle:
(1)    Does not of itself render a foreign limited liability partnership subject to suit in this State; and
(2)    Is not considered as consent by it to be sued in this State.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 11 - Foreign Limited Liability Partnerships › Section 9A-1111 - Forfeiture of Right to Do Business

(a)    The Department may forfeit the right of any foreign limited liability partnership to do business as a foreign limited liability partnership in this State if the foreign limited liability 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 foreign limited liability partnership:
(1)    At its address on file with the Department; or
(2)    If it has no address on file with the Department, in 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 liability 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 as a foreign limited liability partnership.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 12 - Conversions of Partnerships › Section 9A-1201 - 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 limited partnership, including a limited partnership registered as a limited liability limited partnership under §�10–805 of this article;
(6)    A foreign limited partnership;
(7)    A business trust, as defined in § 1–101 of this article; or
(8)    Another 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.
(b)    Unless the partnership agreement provides otherwise, a partnership organized under the laws of this State may convert to an other entity by:
(1)    Approving the conversion in accordance with § 9A–1202 of this subtitle; and
(2)    Filing for record with the Department articles of conversion executed in the manner required by Title 1 of this article.
(c)    Before a partnership organized under the laws of this State may convert to an other entity in accordance with this subtitle, the partnership shall file or have filed for record with the Department:
(1)    A statement of authority in accordance with § 9A–303 of this title; or
(2)    A certificate of limited liability partnership in accordance with §�9A–1001 of this title.
(d)    An other entity may convert to a partnership organized under the laws of this State by complying with the requirements of §�9A–1202 of this subtitle and filing for record with the Department:
(1)    Articles of conversion executed by at least two partners; and
(2)    A statement of partnership authority that complies with §�9A–303 of this title executed in the manner required by § 9A–105(b) of this title or, in the case of the conversion of an other entity to a limited liability partnership, a certificate of limited liability partnership that complies with §�9A–1001 of this title.
(e)    The statutory conversion provisions of this subtitle do not preclude a partnership from being converted or merged by agreement or by operation of law.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 12 - Conversions of Partnerships › Section 9A-1202 - Approval and Objections

(a)    A partnership organized under the laws of this State shall approve the conversion of the partnership to an other entity by the affirmative vote of all of its partners, or a lesser number or percentage specified for conversion in its partnership agreement.
(b)    An other entity seeking to convert to a partnership organized under the laws of this State shall:
(1)    Approve the conversion of the other entity to the 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; and
(2)    Comply with all other requirements for the formation of a partnership under the laws of this State.
(c)    (1)    A partner of a partnership objecting to a conversion 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.
(2)    The procedures under Title 3, Subtitle 2 of this article shall be applicable to the extent practicable.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 12 - Conversions of Partnerships › Section 9A-1205 - Exchange or Conversion of Interests or Stock

(a)    In a conversion of an other entity to a partnership organized under the laws of this State, 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 partnership or stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests 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.
(b)    In a conversion of a partnership organized under the laws of this State to an other entity, partnership interests in the 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 partnership is converted or of an other entity, whether or not party to the conversion;
(2)    Other tangible or intangible property;
(3)    Money; and
(4)    Any other consideration.