# Corporations and Associations (GCA)

## Title 10. Limited Partnership Act

### Subtitle 11. Miscellaneous

#### Section 10-1105

(a) In this section, "limited partnership" means a limited partnership that:

  (1) Was formed under the Maryland Uniform Limited Partnership Act before July 1, 1982; and

  (2) Did not exercise the election authorized by Sec. 10-1104(4) of this subtitle before July 1, 1985.

(b)

  (1) As provided in Sec. 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 Sec. 10-202(b) of this title at which time the limited partnership shall:

    (i) File with the Department a certificate setting forth the information required by Sec. 10-201(a) of this title; and

    (ii) Pay the penalty specified in subsection (e) of this section.

  (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:

    (i) Filed with the Department a certificate setting forth the information required by Sec. 10-201(a) of this title; and

    (ii) Paid the penalty under subsection (e) of this section.

(c) The failure of a limited partnership to file with the Department a certificate setting forth the information required by Sec. 10-201(a) of this title does not of itself:

  (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;

  (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

  (3) Cause the limited partnership to dissolve or have its existence otherwise affected.

(d) Until a limited partnership files with the Department a certificate setting forth the information required by Sec. 10-201(a) of this title:

  (1) The limited partnership appoints the Department as its resident agent; and

  (2) The principal office of the limited partnership is the principal place of business in this State of the limited partnership.

(e)

  (1) When a limited partnership files with the Department a certificate setting forth the information required by Sec. 10-201(a) of this title, the Department shall impose a penalty of $200 on the limited partnership.

  (2) The penalty under this subsection shall be collected and may be reduced or abated under the procedures of Sec. 14-704 of the Tax - Property Article that relate to the penalty for failure to file reports with the Department.

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Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)