Title 10. Limited Partnership Act — Subtitle 1. General Provisions

In this title, unless the context requires otherwise, the following words have the meanings indicated.

“Certificate” means the certificate referred to in § 10–201 of this title, the certificate as amended, and the certificate of cancellation.

“Consent” means a writing consenting to a specified act or event.

“Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes as capital to a limited partnership in that individual’s capacity as a partner.

“Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in § 10–402 of this title.

“Foreign limited partnership” means a partnership formed under the laws of any state other than the State of Maryland or under the laws of a foreign country and having as partners one or more general partners and one or more limited partners.

“General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and has been named as a general partner in the certificate or similar instrument of the state or foreign country under which the limited partnership is organized if so required.

“Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement and has been named as a limited partner in the certificate or similar instrument of the state or foreign country under which the limited partnership is organized if so required.

“Limited partnership” and “domestic limited partnership” mean a partnership formed by two or more persons under the laws of the State and having one or more general partners and one or more limited partners.

“Partner” means a limited or general partner.

“Partnership” means a partnership formed under § 9A–202 of this article, or any predecessor law, but not including a domestic or foreign limited partnership.

“Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

“Partnership interest” means a partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

“Person” means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, limited liability company (domestic or foreign), or corporation.

“State” means a state, territory, possession, or district of the United States.

Each limited partnership shall have:

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and subject to other applicable law has the same rights and obligations with respect thereto as a person who is not a partner.

Except in the case of action or failure to act by a partner which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in its partnership agreement, a limited partnership has the power to indemnify and hold harmless any partner, employee, or agent of the limited partnership from and against any and all claims and demands whatsoever.