(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 […]
(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 […]
(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 […]
(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 […]
(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 […]
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 […]
(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 […]
(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 […]
(a) (1) In this section the following words have the meanings indicated. (2) “Corporation” means a Maryland corporation or a foreign corporation. (3) “Foreign partnership” means a partnership formed under the laws of any state, other than this State, or under the laws of a foreign country. (4) “Limited liability company” means a Maryland or a foreign limited liability company […]
(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 of […]
(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 […]
(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 […]
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.
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.
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 […]
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 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 […]
(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 […]
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 […]
