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<section article="gca" article_name="Corporations and Associations" number="10-1105" title_number="10" title_name="Limited Partnership Act" subtitle_number="11" subtitle_name="Miscellaneous">
  <level label="a">
    <text>In this section, “limited partnership” means a limited partnership that:</text>
    <level label="1">
      <text>Was formed under the Maryland Uniform Limited Partnership Act before July 1, 1982; and</text>
    </level>
    <level label="2">
      <text>Did not exercise the election authorized by § 10–1104(4) of this subtitle before July 1, 1985.</text>
    </level>
  </level>
  <level label="b">
    <level label="1">
      <text>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:</text>
      <level label="i">
        <text>File with the Department a certificate setting forth the information required by § 10–201(a) of this title; and</text>
      </level>
      <level label="ii">
        <text>Pay the penalty specified in subsection (e) of this section.</text>
      </level>
    </level>
    <level label="2">
      <text>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:</text>
      <level label="i">
        <text>Filed with the Department a certificate setting forth the information required by § 10–201(a) of this title; and</text>
      </level>
      <level label="ii">
        <text>Paid the penalty under subsection (e) of this section.</text>
      </level>
    </level>
  </level>
  <level label="c">
    <text>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:</text>
    <level label="1">
      <text>Impair the validity of any contract or act of the limited partnership or prevent the limited partnership from defending any action, suit, or proceeding;</text>
    </level>
    <level label="2">
      <text>Impose or permit the imposition of liability on a limited partner of the limited partnership as a general partner of the limited partnership; or</text>
    </level>
    <level label="3">
      <text>Cause the limited partnership to dissolve or have its existence otherwise affected.</text>
    </level>
  </level>
  <level label="d">
    <text>Until a limited partnership files with the Department a certificate setting forth the information required by § 10–201(a) of this title:</text>
    <level label="1">
      <text>The limited partnership appoints the Department as its resident agent; and</text>
    </level>
    <level label="2">
      <text>The principal office of the limited partnership is the principal place of business in this State of the limited partnership.</text>
    </level>
  </level>
  <level label="e">
    <level label="1">
      <text>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.</text>
    </level>
    <level label="2">
      <text>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.</text>
    </level>
  </level>
</section>
