reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 12 - Conversions of Partnerships › Section 9A-1206 - Completion of Conversion

(a)    The conversion of an other entity to a partnership organized under the laws of this State shall be completed on the later of:
(1)    The formation of the partnership in accordance with this title or, in the case of the conversion of an other entity to a limited liability partnership organized under the laws of this State, the filing of a certificate of limited liability partnership that complies with § 9A–1001 of this title; or
(2)    The effectiveness of articles of conversion filed for record with the Department.
(b)    The conversion of a partnership organized under the laws of this State 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 as set forth in 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 partnership formed under the laws of this State is completed:
1.    The other entity shall be converted to a partnership organized under the laws of this State;
2.    The conversion shall have the effects set forth in § 9A–1204 of this subtitle; and
3.    The partnership shall be subject to all of the provisions of this title.
(ii)    Notwithstanding § 9A–202 of this title, the existence of the partnership as a partnership organized under the laws of this State 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 partnership formed under the laws of this State to an other entity is completed, the conversion shall have the effects set forth in §�9A–1204 of this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 9A - Maryland Revised Uniform Partnership Act › Subtitle 12 - Conversions of Partnerships › Section 9A-1207 - Abandonment of Proposed Conversion

(a)    Unless the partnership agreement or the articles of conversion provide otherwise, a proposed conversion of a partnership organized under the laws of this State to an other entity may be abandoned before the effective time of the articles of conversion by the affirmative vote of all of the partners of the partnership, or any lesser number or percentage specified for the approval of a conversion in its partnership agreement.
(b)    Unless the articles of conversion provide otherwise, a proposed conversion of an other entity to a partnership organized under the laws of this State may be abandoned before the effective time 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 § 9A–1202 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 subsection 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 9A - Maryland Revised Uniform Partnership Act › Subtitle 13 - Miscellaneous Provisions › Section 9A-1303 - Severability Clause

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 this 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 9A - Maryland Revised Uniform Partnership Act › Subtitle 13 - Miscellaneous Provisions › Section 9A-1304 - Applicability

(a)    Before January 1, 2003, this title governs only a partnership formed:
(1)    On or after July 1, 1998, unless that partnership is continuing the business of a dissolved partnership under § 9A–601 of this title; or
(2)    Before July 1, 1998, that elects, as provided by subsection (c) of this section, to be governed by this title.
(b)    After December 31, 2002, this title governs all partnerships.
(c)    Before January 1, 2003, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this title. With respect to liabilities of the partnership arising after such election, the provisions of this title relating to the liability of the partnership’s partners to third parties, other than those provisions dealing with registered limited liability partnerships, apply to limit those partners’ liability to a third party who had done business with the partnership within 1 year prior to the partnership’s election to be governed by this title, only if the third party knows or has received a notification of the partnership’s election to be governed by this title before the liability is incurred.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 1 - General Provisions › Section 10-101 - Definitions

(a)    In this title, unless the context requires otherwise, the following words have the meanings indicated.
(b)    “Certificate” means the certificate referred to in § 10–201 of this title, the certificate as amended, and the certificate of cancellation.
(c)    “Consent” means a writing consenting to a specified act or event.
(d)    “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes as capital to a limited partnership in that individual’s capacity as a partner.
(e)    “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in § 10–402 of this title.
(f)    “Foreign limited partnership” means a partnership formed under the laws of any state other than the State of Maryland or under the laws of a foreign country and having as partners one or more general partners and one or more limited partners.
(g)    “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and has been named as a general partner in the certificate or similar instrument of the state or foreign country under which the limited partnership is organized if so required.
(h)    “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement and has been named as a limited partner in the certificate or similar instrument of the state or foreign country under which the limited partnership is organized if so required.
(i)    “Limited partnership” and “domestic limited partnership” mean a partnership formed by two or more persons under the laws of the State and having one or more general partners and one or more limited partners.
(j)    “Partner” means a limited or general partner.
(k)    “Partnership” means a partnership formed under § 9A–202 of this article, or any predecessor law, but not including a domestic or foreign limited partnership.
(l)    “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.
(m)    “Partnership interest” means a partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
(n)    “Person” means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, limited liability company (domestic or foreign), or corporation.
(o)    “State” means a state, territory, possession, or district of the United States.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 1 - General Provisions › Section 10-104 - Principal Office and Resident Agent

(a)    Each limited partnership shall have:
(1)    A principal office in this State; and
(2)    A resident agent.
(b)    (1)    A limited partnership may designate or change its resident agent or principal office by filing for record with the Department a statement signed by one of its general partners which authorizes the designation or change.
(2)    A limited partnership may change the address of its resident agent by filing for record with the Department a statement of the change signed by one of its general partners.
(3)    A designation or change of a principal office or resident agent or address of the resident agent for a limited partnership under this subsection is effective when the Department accepts the statement for record.
(c)    (1)    A resident agent who changes his address in the State may notify the Department of the change by filing for record with the Department a statement of the change signed by him or on his behalf.
(2)    The statement shall include:
(i)    The name of the limited 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 partnership, the statement may include a change of address for the principal office if:
(i)    The resident agent notifies the limited partnership in writing; and
(ii)    The statement recites that he has done so.
(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 his 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 partnership has appointed a successor resident agent; or
(ii)    10 days after it is filed with the Department, if the limited partnership has not appointed a successor resident agent.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 1 - General Provisions › Section 10-107 - Business Transactions of Partner With Partnership

(a)    Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and subject to other applicable law has the same rights and obligations with respect thereto as a person who is not a partner.
(b)    Except in the case of action or failure to act by a partner which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in its partnership agreement, a limited partnership has the power to indemnify and hold harmless any partner, employee, or agent of the limited partnership from and against any and all claims and demands whatsoever.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-201 - Certificate of Limited Partnership

(a)    One or more general and limited partners may form a limited partnership. To do so all of the general partners must execute a certificate of limited partnership. The certificate of limited partnership shall be filed with the Department and set forth:
(1)    The name of the limited partnership;
(2)    The address of its principal office in this State and the name and address of its resident agent;
(3)    The name and the business, residence, or mailing address of each general partner;
(4)    The latest date upon which the limited partnership is to dissolve and if no dissolution date is stated in the partnership agreement, subject to the provisions of § 10-801 of this title, the limited partnership shall have a perpetual existence which shall be so stated in the certificate; and
(5)    Any other matters the partners determine to include in the certificate of limited partnership.
(b)    A limited partnership is formed at the time of the filing of the initial certificate with the Department or at any later time specified in the certificate if, in either case, there has been substantial compliance with the requirements of this section.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-202 - Amendment to Certificate

(a)    A certificate is amended by filing a certificate of amendment with the Department. The certificate of amendment shall set forth:
(1)    The name of the limited partnership; and
(2)    The amendment to the certificate.
(b)    (1)    A general partner who becomes aware that any statement in a certificate was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any material respect, shall promptly amend the certificate, but an amendment to show a change of address of a limited partner need be filed only once every 12 months.
(2)    A certificate may be amended at any time for any other proper purpose.
(c)    A certificate of amendment (or judicial decree of amendment) shall be effective when accepted for filing by the Department or at any later time specified in the certificate of amendment (or judicial decree of amendment).
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-202.1 - Certificate of Correction

(a)    If any certificate filed with the Department under this article contains any typographical error, error of transcription, or other technical error or has been defectively executed, the document may be corrected by the filing of a certificate of correction.
(b)    A certificate of correction shall set forth:
(1)    The title of the document being corrected;
(2)    The name of each party to the document being corrected;
(3)    The date that the document being corrected was filed; and
(4)    The provision in the document as previously filed and as corrected and, if execution of the document was defective, the manner in which it was defective.
(c)    A certificate of correction may not make any other change or amendment which would not have complied in all respects with the requirements of this article at the time the document being corrected was filed.
(d)    A certificate of correction shall be executed in the same manner in which the document being corrected was required to be executed.
(e)    A certificate of correction may not:
(1)    Change the effective date of the document being corrected; or
(2)    Affect any right or liability accrued or incurred before its filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by the filing if the person having the right has not detrimentally relied on the original document.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-203 - Cancellation of Certificate

(a)    A certificate shall be canceled on the dissolution and the completion of winding up of the partnership, or at any other time that there are no limited partners. A certificate need not be canceled upon a merger as provided in § 10–208 of this subtitle. A certificate shall be canceled upon filing a certificate of cancellation with the Department which shall set forth:
(1)    The name of the limited partnership;
(2)    The date of filing of the initial certificate and each amendment thereto;
(3)    The reason for filing the certificate of cancellation;
(4)    The effective date (which shall be a date certain) of cancellation if it is not to be effective on the filing of the certificate of cancellation, and provided that any effective date other than the date of filing the certificate of cancellation must be a date subsequent to the filing; and
(5)    Any other information the person filing the certificate of cancellation determines.
(b)    Unless otherwise provided in this title or in the certificate, a certificate of cancellation (or a judicial decree of cancellation) is effective when accepted for filing by the Department.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-204 - Execution of Certificates

(a)    Each certificate or articles required by this subtitle to be filed with the Department shall be executed in the following manner:
(1)    The certificate of limited partnership, articles of conversion to a limited partnership, and articles of conversion to an other entity must be signed by all general partners or, in the case of articles of conversion to a limited partnership, by any person authorized to execute the certificate on behalf of the other entity;
(2)    A certificate of amendment under § 10–202 of this subtitle must be signed by at least one general partner and by each other general partner designated in the certificate of amendment as a new general partner or a withdrawing general partner;
(3)    A certificate of cancellation under § 10–203 of this subtitle must be signed by all general partners, or, if there is no general partner, by a majority of the limited partners; and
(4)    A certificate of reinstatement under § 10–214 of this subtitle must be signed by all general partners, or, if there is no general partner, by a majority of the limited partners.
(b)    Any person may sign any certificate or partnership agreement or amendment to the certificate or agreement by an attorney in fact. Powers of attorney relating to the signing of a certificate, partnership agreement, or amendment by an attorney in fact need not be sworn to, verified or acknowledged, and need not be filed with the Department.
(c)    The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-205 - Amendment or Cancellation by Judicial Act

If a person required by § 10-204 of this subtitle to execute a certificate of amendment or cancellation fails or refuses to do so, any other partner, and any assignee of a partnership interest, who is adversely affected by the failure or refusal, may petition the circuit court for the jurisdiction where the principal office of the partnership is located to direct the amendment or cancellation. If the court finds that the amendment or cancellation is proper and that any person so designated has failed or refused to execute the certificate, the court shall order the Department to record an appropriate certificate of amendment or cancellation.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-206 - Filing With the Department

(a)    An executed copy of each certificate required by this subtitle, or of any judicial decree of amendment or cancellation, shall be filed with the Department. However, the Department may not accept for record any certificate or decree that does not meet the requirements of this title. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of that person’s authority as a prerequisite to filing. The Department may not accept for record or filing any certificate, decree, qualification, registration, change of resident agent or principal office, report, service of process or notice, or other document until all required fees have been paid to the Department.
(b)    When the Department accepts for record any certificate, 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 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 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-207 - Liability for False Statement in Certificate

(a)    If any certificate contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:
(1)    Any person who executes the certificate, or causes another to execute it on that person’s behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and
(2)    Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any material respect, if that general partner had sufficient time to amend or cancel the certificate or to file a petition under § 10–205 of this subtitle before the statement was relied upon.
(b)    A person is not liable for failing to cause the amendment or cancellation of a certificate or failing to file a petition under § 10–205 of this subtitle pursuant to subsection (a) of this section if the certificate of amendment, certificate of cancellation, or petition is filed within 30 days of when that person knew or should have known that the statement in the certificate was inaccurate in any material respect.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-209 - Failure to Pay Taxes or Required Contributions; Proclamation

(a)    (1)    Except with respect to a tax collectable locally, immediately after September 30 of each year, the State Comptroller shall certify to the Department a list of every Maryland limited 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 partnership, at its address as it appears on the Comptroller’s records, a notice that its right to do business 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 partnership to receive the notice mailed to it does not affect the forfeiture of its right to do business in Maryland and the right to the use of its name.
(b)    (1)    Immediately after September 30 of each year, the Secretary of Labor shall certify to the Department a list of every Maryland limited 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 partnership, at its address as it appears on the Secretary’s records, a notice that its right to do business 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 partnership are paid.
(3)    The mailing of the notice is sufficient, and the failure of any limited partnership to receive the notice mailed to it does not affect the forfeiture of its right to do business 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 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 § 10–218 of this subtitle, the right to do business in Maryland and the right to the use of the name for each limited 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 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-210 - Notice of Proclamation; Reinstatement Upon Payment

(a)    Within ten days after the issuance of the proclamation, the Department shall mail notice of the proclamation to each limited partnership named in it. The notice shall be addressed to the limited 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 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 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-211 - Corrective Proclamation

(a)    If the Department is satisfied that a limited partnership named in the proclamation has not failed to pay the tax, unemployment insurance contributions, or reimbursement payments, or file the report within the period specified in § 10–209 of this subtitle, or that it has been mistakenly reported to the Department by the State Comptroller or the Secretary of Labor, 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 in Maryland and the right to the use of the name of the limited partnership as if the right to do business 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 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-212 - 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 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-213 - Articles of Reinstatement -- Filing

The authority to do business in Maryland of any limited 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 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-214 - Articles of Reinstatement -- Contents

A certificate of reinstatement shall include:
(1)    The name of the limited partnership at the time its right to do business in Maryland was forfeited;
(2)    The name that the limited partnership will use after reinstatement, which shall comply with the provisions of this article with respect to limited partnership names;
(3)    The address of the principal office of the limited 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 partnership.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-215 - Articles of Reinstatement -- 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 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 or reimbursement payments, all State and local taxes, except taxes on real estate, and all interest and penalties due by the limited 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 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-216 - Articles of Reinstatement -- Acceptance as Evidence of Compliance

Except in a proceeding by the 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 partnership.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-217 - Penalties for Transacting Business

(a)    Any person that transacts business in the name or for the account of a limited 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 partnership is filed.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 2 - Formation, Forfeiture, and Reinstatement › Section 10-218 - 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 partnership under this title does not impair the validity of a contract or act of the limited partnership entered into or done either before or after the forfeiture, or prevent the limited partnership from defending any action, suit, or proceeding in a court of this State.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 3 - Limited Partners › Section 10-301 - Admission as Limited Partner

(a)    A person acquiring a partnership interest is admitted as a limited partner upon the later to occur of:
(1)    The formation of a limited partnership; or
(2)    The time provided in a partnership agreement, or if no time is provided in the agreement, then when the person’s admission is reflected in the records of the limited partnership.
(b)    After the filing of the initial certificate, a person may be admitted as an additional limited partner:
(1)    In the case of a person acquiring a partnership interest directly from the limited partnership:
(i)    On compliance with the partnership agreement; or
(ii)    With the consent of all partners; and
(2)    In the case of an assignee of a partnership interest of a partner who has the power, under § 10–703 of this title, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 3 - Limited Partners › Section 10-302 - Limited Partnership Agreements

(a)    A partnership agreement may provide for classes or groups of limited partners having the relative rights, powers, and duties that the partnership agreement may provide, and may provide for the future creation, in the manner provided in the partnership agreement, of additional classes or groups of limited partners having the relative rights, powers, and duties senior to existing classes and groups of limited partners as the partnership agreement may provide.
(b)    Subject to § 10-303 of this subtitle, the partnership agreement may grant to all or certain identified limited partners or a specified class or group of limited partners the right to vote (on a per capita or any other basis) separately or together with the general partners or with all or any other class or group of limited partners or on any matter.
(c)    A partnership agreement that grants a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any limited partners, waiver of any notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any right to vote.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 3 - Limited Partners › Section 10-303 - Liability to Third Parties

(a)    Except as provided in § 10–207(a) of this title and subsection (c) of this section, a limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business. However, if the limited partner takes part in the control of the business and is not also a general partner, the limited partner is liable only to persons who transact business with the limited partnership and who reasonably believe, based upon the limited partner’s conduct, that the limited partner is a general partner.
(b)    (1)    A limited partner does not take part in the control of the business within the meaning of subsection (a) of this section solely by doing one or more of the following:
(i)    Being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director, or stockholder of a corporate general partner, or any combination of these roles, whether solely or jointly with other officers, directors, or stockholders, and irrespective of whether that corporate general partner is the sole general partner of the limited partnership or is a general partner of one or more limited partnerships;
(ii)    Consulting with or advising a general partner with respect to the business of the limited partnership;
(iii)    Acting as surety for the limited partnership;
(iv)    Approving or disapproving an amendment to the partnership agreement; or
(v)    Voting on one or more of the following matters:
1.    The dissolution and winding up of the limited partnership;
2.    The sale, exchange, lease, mortgage, pledge, or other transfer of a material portion of the assets of the limited partnership;
3.    The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;
4.    A change in the nature of its business;
5.    The removal of a general partner;
6.    The admission of a general or limited partner;
7.    The merger of the limited partnership with or into any other entity; or
8.    Any matter related to the business of the limited partnership not otherwise enumerated in this subsection which the partnership agreement states in writing may be subject to the approval or disapproval of limited partners.
(2)    The enumeration in subsection (b)(1) of this subsection does not necessarily mean that the possession or exercise of any other powers by a limited partner constitutes participation by the limited partner in the business of the limited partnership.
(c)    A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by Title 1, Subtitle 5 of this article, is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 3 - Limited Partners › Section 10-304 - Person Erroneously Believing Himself Limited Partner

(a)    Except as provided in subsection (b) of this section, a person who makes a contribution to a partnership and erroneously but in good faith believes that he has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership, or exercising any rights of a limited partner, if, within 30 days after he knew or should have known of the mistake:
(1)    In the case of a person who wishes to be a limited partner, the person causes an appropriate certificate to be executed and filed; or
(2)    In the case of a person who wishes to withdraw as a partner from the partnership, the partner takes the necessary action to withdraw.
(b)    A person who makes a contribution under the circumstances described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection (a) of this section:
(1)    If that person knew or reasonably should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner; and
(2)    If the third party reasonably relied upon the fact that the person was a general partner at the time of the transaction.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 3 - Limited Partners › Section 10-305 - Information

(a)    Each limited partner may inspect and copy, in person or by agent, on written request from time to time upon reasonable demand:
(1)    True and full information regarding the state of the business and financial condition of the limited partnership;
(2)    A copy of the partnership agreement and certificate of limited partnership and all amendments to the agreement or certificate; and
(3)    Other information regarding the affairs of the limited partnership as is just and reasonable for any purpose reasonably related to the limited partner’s interest as a limited partner.
(b)    One or more persons who together are partners with at least a 5 percent interest in the partnership (determined on the basis of the sharing of profits and losses) may inspect and copy, in person or by agent, on written request from time to time upon reasonable demand:
(1)    Promptly after becoming available, a copy of the limited partnership’s federal, State, and local income tax returns for each year; and
(2)    A current list of the name and last known business, residence, or mailing address of each partner.
(c)    The rights to inspect and copy certain information may be subject to reasonable standards that may be set forth in the partnership agreement or otherwise established by the general partners.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 4 - General Partners › Section 10-402 - Events of Withdrawal

A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
(1)    The person’s withdrawal from the limited partnership as provided in § 10-602 of this title;
(2)    The person’s removal as a general partner in accordance with the partnership agreement;
(3)    Unless otherwise provided in the partnership agreement or with the consent of all partners, the person’s:
(i)    Making an assignment for the benefit of creditors;
(ii)    Filing a voluntary petition in bankruptcy;
(iii)    Being adjudged bankrupt or insolvent or having entered against him an order of relief in any bankruptcy or insolvency proceeding;
(iv)    Filing a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;
(v)    Filing an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or
(vi)    Seeking, consenting to, or acquiescing in, the appointment of a trustee, receiver, or liquidation of the general partner or of all or any substantial part of his properties;
(4)    Unless otherwise provided in the partnership agreement or with the consent of all partners, the continuation of any proceeding against him seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, for 120 days after the commencement thereof or the appointment of a trustee, receiver, or liquidator for the general partner or all or any substantial part of his properties without his agreement or acquiescence, which appointment is not vacated or stayed for 120 days or, if the appointment is stayed, for 120 days after the expiration of the stay during which period the appointment is not vacated;
(5)    In the case of a general partner who is an individual, the individual’s:
(i)    Death; or
(ii)    Adjudication by a court of competent jurisdiction as incompetent to manage his person or his property;
(6)    In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);
(7)    In the case of a general partner that is a separate partnership or limited partnership, the dissolution and commencement of winding up of the separate partnership or limited partnership;
(8)    In the case of a general partner that is a corporation, the dissolution of the corporation or the revocation of its charter; or
(9)    In the case of a general partner that is an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 4 - General Partners › Section 10-403 - Powers and Liabilities

(a)    Except as provided in this title or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions and liabilities of a partner in a partnership.
(b)    A general partner may not limit the general partner’s liability in the partnership agreement to persons other than his partners or the limited partnership.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 4 - General Partners › Section 10-404 - Contributions by General Partner

A general partner may make contributions to the limited partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the limited partnership as a limited partner.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 5 - Finance › Section 10-502 - Liability for Contribution

(a)    (1)    Except as provided in the partnership agreement, a limited partner is obligated to the limited partnership to perform any promise set forth in the partnership agreement to contribute cash or property or to perform services, even if he is unable to perform because of death, disability, or any other reason.
(2)    If a limited partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value (as stated in the partnership agreement) of the stated contribution that has not been made.
(b)    (1)    The obligation of a limited partner to make a contribution or return money or other property paid or distributed in violation of this title may be compromised only upon compliance with the partnership agreement or, if the partnership agreement does not so provide, with the consent of all partners.
(2)    Any compromise does not affect the rights to enforce the original obligation of any creditor of a limited partnership who extends credit, or whose claim arises, after the effective date of the execution of the partnership agreement which reflects the obligation, but before the amendment of the partnership agreement which reflects the compromise.
(c)    A partnership agreement may provide that the interest of any partner who fails to make any contribution or other payment that the partner is obligated to make shall be subject to specified remedies for, or specified consequences of, the failure. The remedy or consequence may take the form of reducing the defaulting partner’s proportionate interest in the limited partnership, subordinating the partnership interest to that of the nondefaulting partners, a forced sale of the partnership interest, forfeiture of the partnership interest, the lending by the nondefaulting partners of the amount necessary to meet the commitment, a fixing of the value of the partner’s partnership interest by appraisal or by formula and redemption or sale of the partner’s partnership interest at that value, or other remedy or consequence.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 5 - Finance › Section 10-503 - Sharing of Profits and Losses

The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the value of the contributions of each partner.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 6 - Distributions and Withdrawal › Section 10-601 - Interim Distributions

Except as otherwise provided in this subtitle:
(1)    To the extent set forth in the partnership agreement, a partner is entitled to receive distributions from a limited partnership before his withdrawal and before the dissolution and winding up of the limited partnership; and
(2)    To the extent set forth in the partnership agreement, a limited partner is entitled to receive distributions which constituted a return of any part of that limited partner’s contribution before his withdrawal and before the winding up of the limited partnership.
2023 Maryland Statutes › Corporations and Associations › Title 10 - Limited Partnership Act › Subtitle 6 - Distributions and Withdrawal › Section 10-602 - Withdrawal of General Partner

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal notice violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to the withdrawing general partner.