§ 10-1105
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/md/corporations-and-associations/10-1105·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§10–1105.
(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.
(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.
(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.