This title shall be applied and construed so as to effectuate its general purpose to make uniform the law with respect to the subject of this title among states enacting it.

This title may be cited as the Maryland Revised Uniform Limited Partnership Act.

If any provision of this title or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the title which can be given effect without the invalid provision or application, and to this end the provisions of this title are severable.

Except as provided below, the effective date of this Act is July 1, 1982, and former Title 10 of the Corporations and Associations Article of the Annotated Code of Maryland (the “Maryland Uniform Limited Partnership Act”) is repealed: All limited partnerships formed on or after the effective date shall be governed by the provisions of the Maryland Revised Uniform Limited Partnership Act; All existing limited partnerships which have been formed under the provisions of the Maryland Uniform Limited Partnership Act shall continue to be governed by the provisions of that Act until the extended effective date of July 1, 1985, at which time those limited partnerships shall be governed by the provisions of the Maryland Revised Uniform Limited Partnership Act; Subtitle 9, dealing with registration of foreign limited partnerships, is not effective until the extended effective date; and Any limited partnership formed under the Maryland Uniform Limited Partnership Act and any foreign limited partnerships may elect to be governed by the provisions of the Maryland Revised Uniform Limited Partnership Act before the extended effective date by filing with the Department one of the following documents which specifically states that the limited partnership is electing to be bound by the Maryland Revised Uniform Limited Partnership Act before July 1, 1985: For a Maryland limited partnership: An initial certificate; or A certificate of amendment; or For a foreign limited partnership, an application for registration.

In this section, “limited partnership” means a limited partnership that: Was formed under the Maryland Uniform Limited Partnership Act before July 1, 1982; and Did not exercise the election authorized by § 10–1104(4) of this subtitle before July 1, 1985. 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: File with the Department a certificate setting forth the information required by § 10–201(a) of this title; and Pay the penalty specified in subsection (e) of this section. 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: Filed with the Department a certificate setting forth the information required by § 10–201(a) of this title; and Paid the penalty under subsection (e) of this section. 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: Impair the validity of any contract or act of the limited partnership or prevent the limited partnership from defending any action, suit, or proceeding; Impose or permit the imposition of liability on a limited partner of the limited partnership as a general partner of the limited partnership; or Cause the limited partnership to dissolve or have its existence otherwise affected. Until a limited partnership files with the Department a certificate setting forth the information required by § 10–201(a) of this title: The limited partnership appoints the Department as its resident agent; and The principal office of the limited partnership is the principal place of business in this State of the limited partnership. 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. 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.