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Current as of January 01, 2025 | Updated by Findlaw Staff
(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.
Cite this article: FindLaw.com - Maryland Code, Corporations and Associations § 10-1105 - last updated January 01, 2025 | https://codes.findlaw.com/md/corporations-and-associations/md-code-corp-and-assns-sect-10-1105/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.
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