{"data":{"id":"us-md/md.-code-corporations-and-associations-10-1105","jurisdiction":"us-md","citation":"Md. Code, Corporations and Associations § 10–1105","heading":"","body":"(a) In this section, “limited partnership” means a limited partnership that:\n(1) Was formed under the Maryland Uniform Limited Partnership Act before July 1, 1982; and\n(2) Did not exercise the election authorized by § 10–1104(4) of this subtitle before July 1, 1985.\n(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:\n(i) File with the Department a certificate setting forth the information required by § 10–201(a) of this title; and\n(ii) Pay the penalty specified in subsection (e) of this section.\n(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:\n(i) Filed with the Department a certificate setting forth the information required by § 10–201(a) of this title; and\n(ii) Paid the penalty under subsection (e) of this section.\n(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:\n(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;\n(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\n(3) Cause the limited partnership to dissolve or have its existence otherwise affected.\n(d) Until a limited partnership files with the Department a certificate setting forth the information required by § 10–201(a) of this title:\n(1) The limited partnership appoints the Department as its resident agent; and\n(2) The principal office of the limited partnership is the principal place of business in this State of the limited partnership.\n(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.\n(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.","path":["Article - Corporations and Associations"],"source_url":"https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gca\u0026section=10-1105","current_through":"2026-01-01","vintage":"","retrieved_at":"2026-09-14T19:56:43Z","sha256":"b25e5ffa6cada2218658436840067e7bcf79a70f9fd1cd452f423d7fa376188b","source_id":"us-md","stale":false,"prev":"us-md/md.-code-corporations-and-associations-10-1104","next":"us-md/md.-code-corporations-and-associations-11-101"},"notice":"GroundRules: Original legal text. Not legal advice."}