{"data":{"id":"us-md/md.-code-corporations-and-associations-10-304","jurisdiction":"us-md","citation":"Md. Code, Corporations and Associations § 10–304","heading":"","body":"(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:\n(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\n(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.\n(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:\n(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\n(2) If the third party reasonably relied upon the fact that the person was a general partner at the time of the transaction.","path":["Article - Corporations and Associations"],"source_url":"https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gca\u0026section=10-304","current_through":"2026-01-01","vintage":"","retrieved_at":"2026-09-14T19:56:43Z","sha256":"1138741c81156e012278a6db8e7901bdd51cf87b0ad51c9a516aa6bccb1d34e0","source_id":"us-md","stale":false,"prev":"us-md/md.-code-corporations-and-associations-10-303","next":"us-md/md.-code-corporations-and-associations-10-305"},"notice":"GroundRules: Original legal text. Not legal advice."}