reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 6 - Distributions and Withdrawal › Section 10-603 - Withdrawal of Limited Partner

(a)    A limited partner may withdraw from a limited partnership at the time or on the happening of events specified in the partnership agreement. If the partnership agreement does not specify the time or the events on the occurrence of which a limited partner may withdraw, a limited partner may not withdraw before the dissolution and winding up of the limited partnership.
(b)    A limited partner may withdraw on not less than 6 months’ prior written notice to each general partner at the general partner’s address on the books of the limited partnership if the following conditions are met:
(1)    The limited partnership was formed before October 1, 1998;
(2)    On October 1, 1998, the partnership agreement of the limited partnership did not specify in writing the time or the events on the occurrence of which a limited partner may withdraw or a definite time for the dissolution and the winding up of the limited partnership; and
(3)    The limited partnership did not amend its partnership agreement on or after October 1, 1998 to specify in writing the time or the events on the occurrence of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 6 - Distributions and Withdrawal › Section 10-604 - Distribution Upon Withdrawal

Except as otherwise provided in this subtitle, on withdrawal any withdrawing partner is entitled to receive any distribution to which the partner is entitled under the partnership agreement and, if not otherwise provided in the partnership agreement, the partner is entitled to receive, within a reasonable time after withdrawal, the fair value of the partner’s partnership interest in the limited partnership as of the date of withdrawal, based on the partner’s right to share in distributions from the limited partnership.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 6 - Distributions and Withdrawal › Section 10-606 - Status as Creditor

Except to the extent limited by § 10–607 of this subtitle or § 10–804 of this title, at the time a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 6 - Distributions and Withdrawal › Section 10-607 - Limitations on Return of Contributions

A partner may not receive a return of his contribution to a limited partnership to the extent that, after giving effect to the return of his contribution, all liabilities of the limited partnership, other than liabilities to partners for the return of their contributions, exceed the fair value of the limited partnership assets.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 6 - Distributions and Withdrawal › Section 10-608 - Liability Upon Return of Contribution

(a)    (1)    If a limited partner has received the return of any part of his contribution without violation of the certificate, partnership agreement, or this title, he is liable to the limited partnership for a period of 1 year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership’s liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the limited partnership.
(2)    If a limited partner has received the return of any part of his contribution in violation of the certificate, partnership agreement, or this title, he is liable to the limited partnership for a period of 6 years thereafter for the amount of the contribution wrongfully returned.
(b)    A limited partner receives a return of his contribution to the extent that, after a distribution to him, his share of the fair value of the net assets of the limited partnership is less than the value of his total contribution as reflected in the certificate minus all distributions in return of his contribution made prior to the distribution.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 7 - Assignment of Partnership Interests › Section 10-702 - Assignment of Partnership Interest

(a)    Unless otherwise provided in the partnership agreement, a partnership interest is assignable in whole or in part.
(b)    An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become a partner or, unless otherwise provided in the partnership agreement, exercise any rights of a partner.
(c)    Unless otherwise provided in the partnership agreement, an assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled.
(d)    A partnership agreement may provide that a partnership interest may or shall be transferred or assigned in whole or in part to one or more persons, including on the occurrence of any of the events described in § 10–402 of this title, regardless of whether the persons to whom the interest is transferred or assigned are partners.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 7 - Assignment of Partnership Interests › Section 10-703 - Right of Assignee to Become Limited Partner

(a)    An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
(1)    The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(2)    All other partners consent.
(b)    An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this title. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in Subtitle 5 and Subtitle 6 of this title. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the certificate or the partnership agreement.
(c)    If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under §§ 10–502 and 10–608 of this title.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 7 - Assignment of Partnership Interests › Section 10-704 - Death, Incompetency, Insolvency, or Termination of a General Partner

(a)    Unless otherwise provided in the partnership agreement:
(1)    If a general partner who is an individual dies or a court of competent jurisdiction adjudges the individual to be incompetent to manage his person or his property, the partner’s executor, personal representative, administrator, guardian, conservator, or other legal representative shall automatically become a limited partner;
(2)    If a general partner is a corporation, estate, trust, partnership, or other entity and is dissolved or terminated, its legal representative or successor shall automatically become a limited partner;
(3)    If a general partner withdraws under § 10–402(3) of this title or permits an act specified in § 10–402(4) of this title, that partner shall automatically become a limited partner.
(b)    The allocable share of the profits, losses, and distributions of a general partner who becomes a limited partner under this section is the same as it was prior to the event specified in subsection (a) of this section.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 7 - Assignment of Partnership Interests › Section 10-705 - Rights of Creditor

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This title does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 7 - Assignment of Partnership Interests › Section 10-706 - Certificate of Partnership Interest

The partnership agreement may provide that a partner’s interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment, pledge, or transfer of any partnership interest represented by the certificate and make other provisions with respect to the certificate.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 7A - Conversions of Limited Partnerships › Section 10-7A-01 - General Rule

(a)    In this subtitle, “other entity” means:
(1)    A Maryland corporation incorporated under Title 2 of this article;
(2)    A foreign corporation, as defined in § 1–101 of this article;
(3)    A domestic limited liability company, as defined in §�4A–101 of this article;
(4)    A foreign limited liability company, as defined in §�4A–101 of this article;
(5)    A partnership, as defined in § 9A–101 of this article;
(6)    A business trust, as defined in §�1–101 of this article;
(7)    An other form of unincorporated business formed under the laws of this State or the laws of the United States, another state of the United States, a territory, possession, or district of the United States, or a foreign country; or
(8)    A foreign limited partnership, including a foreign limited partnership registered or denominated as a limited liability limited partnership under the laws of a state other than this State.
(b)    Unless the partnership agreement provides otherwise, a limited partnership may convert to an other entity by:
(1)    Approving the conversion in accordance with § 10–7A–02 of this subtitle; and
(2)    Filing for record with the Department articles of conversion executed in the manner required by § 10–204 of this title.
(c)    An other entity may convert to a limited partnership by complying with the requirements of §�10–7A–02 of this subtitle and filing for record with the Department:
(1)    Articles of conversion executed in the manner required by § 10–204 of this title; and
(2)    A certificate of limited partnership that complies with §�10–201 of this title and, in the case of the conversion of an other entity to a limited liability partnership, §�10–805 of this title, executed in the manner required by §�10–204 of this title.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 7A - Conversions of Limited Partnerships › Section 10-7A-02 - Approval and Objection

(a)    Unless the partnership agreement specifies the manner of authorizing a conversion of the limited partnership, the limited partnership shall approve the conversion of the limited partnership to an other entity by the affirmative vote of all of the general partners and a majority in interest of the limited partners.
(b)    An other entity seeking to convert to a limited partnership shall approve the conversion of the other entity to a limited partnership in the manner and by the vote required by its governing document and the laws of the place where it is incorporated or organized.
(c)    (1)    A partner of a limited partnership objecting to a conversion of the limited partnership has the same rights with respect to the partner’s partnership interest in the limited partnership as a stockholder of a Maryland corporation who objects has with respect to the stockholder’s stock under Title 3, Subtitle 2 of this article.
(2)    The procedures under Title 3, Subtitle 2 of this article shall be applicable to the extent practicable.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 7A - Conversions of Limited Partnerships › Section 10-7A-05 - Exchange or Conversion of Interests or Stock

(a)    In a conversion of an other entity to a limited partnership, the stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity may be exchanged for or converted into any one or more of the following:
(1)    Partnership interests in the limited partnership or stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of an other entity, whether or not party to the conversion;
(2)    Other tangible or intangible property;
(3)    Money; and
(4)    Any other consideration.
(b)    In a conversion of a limited partnership to an other entity, partnership interests in the limited partnership may be exchanged for or converted into any one or more of the following:
(1)    Stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity to which the limited partnership is converted or of an other entity, whether or not a party to the conversion;
(2)    Other tangible or intangible property;
(3)    Money; and
(4)    Any other consideration.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 7A - Conversions of Limited Partnerships › Section 10-7A-06 - Completion of Conversion

(a)    The conversion of an other entity to a limited partnership shall be completed on the later of:
(1)    The formation of the limited partnership in accordance with this title; or
(2)    The effectiveness of articles of conversion filed for record with the Department.
(b)    The conversion of a limited partnership to an other entity shall be completed on the effectiveness of articles of conversion filed for record with the Department.
(c)    Articles of conversion shall be effective on the later of:
(1)    The time the Department accepts the articles of conversion for record; or
(2)    The future effective time of the articles of conversion set forth in the articles of conversion that have been accepted by the Department for record.
(d)    (1)    (i)    Except as provided in subparagraph (ii) of this paragraph, at the time the conversion of an other entity to a limited partnership is completed:
1.    The other entity shall be converted to a limited partnership;
2.    The conversion shall have the effects set forth in § 10–7A–04 of this subtitle; and
3.    The limited partnership shall be subject to all of the provisions of this title.
(ii)    Notwithstanding § 10–201 of this title, the existence of the limited partnership as a domestic limited partnership shall be deemed to have commenced on the date the other entity commenced its existence in the place in which the other entity was first incorporated, created, formed, or otherwise came into being.
(2)    At the time the conversion of a limited partnership to an other entity is completed, the conversion shall have the effects set forth in § 10–7A–04 of this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 7A - Conversions of Limited Partnerships › Section 10-7A-07 - Abandonment of Proposed Conversion

(a)    Unless the partnership agreement or the articles of conversion provide otherwise, a proposed conversion of a limited partnership to an other entity may be abandoned before the effective time of the articles of conversion by a vote of the majority of the general partners and a majority in interest of the limited partners of the limited partnership.
(b)    Unless the articles of conversion provide otherwise, a proposed conversion of an other entity to a limited partnership may be abandoned before the effective date of the articles of conversion in the manner and by the vote required by the governing document of the other entity and the laws of the place in which it is incorporated or organized or, if no manner and vote is specified, in the manner and by the vote required to approve the conversion under § 10–7A–02 of this subtitle.
(c)    If the articles of conversion have been filed with the Department, notice of the abandonment shall be given promptly to the Department.
(d)    (1)    If the proposed conversion is abandoned as provided in this section, no legal liability arises under the articles of conversion.
(2)    Abandonment of a conversion under this section does not prejudice the rights of any person under any other contract made by a party to the proposed conversion in connection with the proposed conversion.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 8 - Miscellaneous Provisions › Section 10-801 - Events of Dissolution

A limited partnership is dissolved and its affairs shall be wound up on the first to occur of the following:
(1)    At the time or on the happening of events specified in the partnership agreement;
(2)    A consent to dissolution by all partners;
(3)    An event of withdrawal of a general partner unless:
(i)    At the time there is at least one other general partner and the business is continued by a remaining general partner under a right to do so stated in the partnership agreement; or
(ii)    Within 90 days after the withdrawal, all partners other than the withdrawn general partner agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of one or more additional general partners if necessary or desired; or
(4)    The entry of a decree of judicial dissolution under § 10-802 of this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 8 - Miscellaneous Provisions › Section 10-802 - Judicial Dissolution

On application by or for a partner, the circuit court of the county in which the principal office of the limited partnership is located may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 8 - Miscellaneous Provisions › Section 10-803 - Winding Up

(a)    Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership’s affairs; but the circuit court of the county in which the principal office of the limited partnership is located, on cause shown, may wind up the limited partnership’s affairs on application of any partner or assignee.
(b)    Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in § 10-203 of this title, the persons winding up the limited partnership’s affairs may, in the name of and on behalf of the limited partnership, prosecute and defend suits, whether civil, criminal, or administrative, gradually settle and close the limited partnership’s business, dispose of and convey the limited partnership’s property, discharge the limited partnership’s liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of the limited partners.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 8 - Miscellaneous Provisions › Section 10-804 - Distribution of Assets

Upon the winding up of a limited partnership, the assets shall be distributed as follows:
(1)    To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under § 10-601 or § 10-604 of this title;
(2)    Unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under § 10-601 or § 10-604 of this title; and
(3)    Unless otherwise provided in the partnership agreement, to partners first for the return of their contributions and second respecting their partnership interests, in the proportions in which the partners share in distributions.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 8 - Miscellaneous Provisions › Section 10-805 - Registration as Limited Liability Partnership

(a)    A limited partnership may register as a limited liability partnership under § 9A-1001 of this article by:
(1)    Including, in the limited partnership’s certificate of limited partnership filed under § 10-201 of this title or in an amendment of its certificate of limited partnership filed under § 10-202 of this title, the information described in § 9A-1001(a) of this article; and
(2)    Using a name that complies with the requirements of Title 1, Subtitle 5 of this article.
(b)    (1)    Subject to paragraph (2) of this subsection, the provisions of Title 9A of this article that apply to limited liability partnerships shall apply to a limited partnership that has registered as a limited liability partnership.
(2)    In applying Title 9A, Subtitle 10 of this article to a limited partnership, all references to a partner shall mean a general partner.
(c)    If a limited partnership is a registered limited liability partnership, § 9A-306 of this article applies to its general partners and to any of its limited partners who, under other provisions of this title, are liable for the debts, obligations, or liabilities of the limited partnership.
(d)    A limited partnership that has registered as a limited liability partnership may withdraw such registration by complying with § 9A-1001(e) of this article.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 9 - Foreign Limited Partnerships › Section 10-901 - Law Governing

(a)    Subject to the Maryland Constitution:
(1)    The laws of the state or country under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and
(2)    A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State.
(b)    A foreign limited partnership may not do any kind of intrastate, interstate, or foreign business in this State which the laws of this State prohibit a domestic limited partnership from doing.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 9 - Foreign Limited Partnerships › Section 10-902 - Registration

Before doing any interstate, intrastate, or foreign business in this State, a foreign limited partnership shall register with the Department. In order to register, a foreign limited partnership shall submit to the Department an application for registration as a foreign limited partnership, executed by a general partner and setting forth:
(1)    The name of the foreign limited partnership and, if different, the name under which it proposes to register and do business in this State;
(2)    The state or country under whose laws it was formed and the date of its formation;
(3)    The general character of the business it proposes to transact in this State;
(4)    The name and address of its resident agent in this State;
(5)    A statement that the Department is appointed the resident agent of the foreign limited partnership if no resident agent has been appointed under paragraph (4) or, if appointed, the resident agent’s authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;
(6)    The address of the office required to be maintained in the state or country of its organization by the laws of that jurisdiction or, if not so required, of the principal office of the foreign limited partnership;
(7)    The name and business, residence, or mailing address of each of the general partners; and
(8)    Proof acceptable to the Department of good standing in the jurisdiction where it currently is organized.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 9 - Foreign Limited Partnerships › Section 10-903 - Issuance of Registration

If the Department finds that an application for registration meets the requirements of this title and all required fees have been paid, it shall:
(1)    Endorse on the application the date and time of its acceptance for record;
(2)    Record promptly the document; and
(3)    Send an acknowledgment to the person who filed the application or his representative stating the date and time that the document was accepted for record.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 9 - Foreign Limited Partnerships › Section 10-905 - Changes and Amendments

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file with the Department a certificate, executed by a general partner, correcting the statement. The provisions of § 10-207 of this title are applicable to foreign limited partnerships as if they were domestic limited partnerships.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 9 - Foreign Limited Partnerships › Section 10-906 - Cancellation of Registration

A foreign limited partnership may cancel its registration by filing with the Department a certificate of cancellation executed by a general partner. A cancellation does not terminate the authority of the Department to accept service of process on the foreign limited partnership with respect to causes of action arising out of doing business in this State.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 9 - Foreign Limited Partnerships › Section 10-907 - Doing Business Without Registration

(a)    If a foreign limited partnership is doing or has done any intrastate, interstate, or foreign business in this State without complying with the requirements of this subtitle, neither the foreign limited partnership nor any person claiming under it may maintain a suit in any court of this State unless it shows to the satisfaction of the court that:
(1)    The foreign limited partnership or the person claiming under it has paid the penalty specified in subsection (e)(1) of this section; and
(2)    Either:
(i)    The foreign limited partnership or a foreign limited partnership successor to it has complied with the requirement of this subtitle; or
(ii)    The foreign limited partnership and any foreign limited partnership successor to it are no longer doing intrastate, interstate, or foreign business in this State.
(b)    The failure of a foreign limited partnership to register in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this State.
(c)    A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the partnership’s having done business in this State without registration.
(d)    A foreign limited partnership, by doing business in this State without registration, appoints the Department as its agent for service of process with respect to causes of action arising out of doing business in this State.
(e)    (1)    If a foreign limited partnership does any intrastate, interstate, or foreign business in this State without registering, the Department shall impose a penalty of $200 on the partnership. This penalty shall be collected and may be reduced or abated under § 14-704 of the Tax - Property Article;
(2)    Each general partner of a foreign limited partnership which does intrastate, interstate, or foreign business in this State without registering, and each agent of the foreign limited partnership who transacts intrastate, interstate, or foreign business in this State for it is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $1,000.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 9 - Foreign Limited Partnerships › Section 10-909 - Doing Business

(a)    In addition to any other activities which may not constitute doing business in this State, for the purposes of this article, the following activities of a foreign limited partnership do not constitute doing business in this State:
(1)    Maintaining, defending, or settling an action, suit, claim, dispute, or administrative or arbitration proceeding;
(2)    Holding meetings of its partners or carrying on other activities which concern its internal affairs;
(3)    Maintaining bank accounts;
(4)    Conducting an isolated transaction not in the course of a number of similar transactions;
(5)    Foreclosing mortgages and deeds of trust on property in this State;
(6)    As a result of default under a mortgage or deed of trust, acquiring title to property in this State by foreclosure, deed in lieu of foreclosure, or otherwise;
(7)    Holding, protecting, renting, maintaining, and operating property in this State so acquired; and
(8)    Selling or transferring the title to property in this State so acquired to any person, including the Federal Housing Administration or the Veterans Administration.
(b)    In addition to any other activities which may constitute doing business in this State, for the purposes of this article any foreign limited partnership which owns income-producing real or tangible personal property in this State, other than property exempted by subsection (a) of this section, will be considered to be doing business in this State.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 11 - Miscellaneous › Section 10-1105 - Filing Certificate Required by 10-1104

(a)    In this section, “limited partnership” means a limited partnership that:
(1)    Was formed under the Maryland Uniform Limited Partnership Act before July 1, 1982; and
(2)    Did not exercise the election authorized by § 10–1104(4) of this subtitle before July 1, 1985.
(b)    (1)    As provided in § 10–1104(2) of this subtitle, a limited partnership shall be governed by the Maryland Revised Uniform Limited Partnership Act as of July 1, 1985. However, except as provided in paragraph (2) of this subsection, a limited partnership is not required to file with the Department a certificate that would cause its certificate of limited partnership to comply with this title until the occurrence of an event which requires the filing of a certificate of amendment under § 10–202(b) of this title at which time the limited partnership shall:
(i)    File with the Department a certificate setting forth the information required by § 10–201(a) of this title; and
(ii)    Pay the penalty specified in subsection (e) of this section.
(2)    A limited partnership or a person claiming under the limited partnership may not convey or accept title to real or personal property or maintain a suit in any court of the State unless it shows to the satisfaction of the court that the limited partnership has:
(i)    Filed with the Department a certificate setting forth the information required by § 10–201(a) of this title; and
(ii)    Paid the penalty under subsection (e) of this section.
(c)    The failure of a limited partnership to file with the Department a certificate setting forth the information required by § 10–201(a) of this title does not of itself:
(1)    Impair the validity of any contract or act of the limited partnership or prevent the limited partnership from defending any action, suit, or proceeding;
(2)    Impose or permit the imposition of liability on a limited partner of the limited partnership as a general partner of the limited partnership; or
(3)    Cause the limited partnership to dissolve or have its existence otherwise affected.
(d)    Until a limited partnership files with the Department a certificate setting forth the information required by § 10–201(a) of this title:
(1)    The limited partnership appoints the Department as its resident agent; and
(2)    The principal office of the limited partnership is the principal place of business in this State of the limited partnership.
(e)    (1)    When a limited partnership files with the Department a certificate setting forth the information required by § 10–201(a) of this title, the Department shall impose a penalty of $200 on the limited partnership.
(2)    The penalty under this subsection shall be collected and may be reduced or abated under the procedures of § 14–704 of the Tax – Property Article that relate to the penalty for failure to file reports with the Department.
2023 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.
2023 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.
2023 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.