# Corporations and Associations (GCA) ## Title 10. Limited Partnership Act ### Subtitle 1. General Provisions #### Section 10-101 (a) In this title, unless the context requires otherwise, the following words have the meanings indicated. (b) "Certificate" means the certificate referred to in Sec. 10-201 of this title, the certificate as amended, and the certificate of cancellation. (c) "Consent" means a writing consenting to a specified act or event. (d) "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. (e) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in Sec. 10-402 of this title. (f) "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. (g) "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. (h) "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. (i) "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. (j) "Partner" means a limited or general partner. (k) "Partnership" means a partnership formed under Sec. 9A-202 of this article, or any predecessor law, but not including a domestic or foreign limited partnership. (l) "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. (m) "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. (n) "Person" means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, limited liability company (domestic or foreign), or corporation. (o) "State" means a state, territory, possession, or district of the United States. #### Section 10-102 The name of each limited partnership as set forth in its certificate shall comply with the requirements of Title 1, Subtitle 5 of this article. #### Section 10-103 The exclusive right to use a specified name for a domestic or foreign limited partnership may be reserved as provided in Title 1, Subtitle 5 of this article. #### Section 10-104 (a) Each limited partnership shall have: (1) A principal office in this State; and (2) A resident agent. (b) (1) A limited partnership may designate or change its resident agent or principal office by filing for record with the Department a statement signed by one of its general partners which authorizes the designation or change. (2) A limited partnership may change the address of its resident agent by filing for record with the Department a statement of the change signed by one of its general partners. (3) A designation or change of a principal office or resident agent or address of the resident agent for a limited partnership under this subsection is effective when the Department accepts the statement for record. (c) (1) A resident agent who changes his address in the State may notify the Department of the change by filing for record with the Department a statement of the change signed by him or on his behalf. (2) The statement shall include: (i) The name of the limited partnership for which the change is effective; (ii) The old and new addresses of the resident agent; and (iii) The date on which the change is effective. (3) If the old and new addresses of the resident agent are the same as the old and new addresses of the principal office of the limited partnership, the statement may include a change of address for the principal office if: (i) The resident agent notifies the limited partnership in writing; and (ii) The statement recites that he has done so. (4) The change of address of the resident agent or principal office is effective when the Department accepts the statement for record. (d) (1) A resident agent may resign by filing with the Department a counterpart or photocopy of his signed resignation. (2) Unless a later time is specified in the resignation, it is effective: (i) At the time it is filed with the Department, if the limited partnership has appointed a successor resident agent; or (ii) 10 days after it is filed with the Department, if the limited partnership has not appointed a successor resident agent. #### Section 10-106 A limited partnership may carry on any business that a partnership may carry on, except the business of acting as an insurer. #### Section 10-107 (a) 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. (b) 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. #### Section 10-108 The provisions of Title 9A of this article with respect to partnerships shall apply to limited partnerships except to the extent that those provisions are inconsistent with or are modified by the provisions of this title. --- Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)