Title 10. Limited Partnership Act — Subtitle 2. Formation, Forfeiture, and Reinstatement
Statutes in effect as of October 1, 2026.
Md. Code Ann., Corps. & Ass'ns § 10-201 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–201LinkCopy Citation
(a)
One or more general and limited partners may form a limited partnership. To do so all of the general partners must execute a certificate of limited partnership. The certificate of limited partnership shall be filed with the Department and set forth:
(1)
The name of the limited partnership;
(2)
The address of its principal office in this State and the name and address of its resident agent;
(3)
The name and the business, residence, or mailing address of each general partner;
(4)
The latest date upon which the limited partnership is to dissolve and if no dissolution date is stated in the partnership agreement, subject to the provisions of § 10-801 of this title, the limited partnership shall have a perpetual existence which shall be so stated in the certificate; and
(5)
Any other matters the partners determine to include in the certificate of limited partnership.
(b)
A limited partnership is formed at the time of the filing of the initial certificate with the Department or at any later time specified in the certificate if, in either case, there has been substantial compliance with the requirements of this section.
Md. Code Ann., Corps. & Ass'ns § 10-202 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–202LinkCopy Citation
(a)
A certificate is amended by filing a certificate of amendment with the Department. The certificate of amendment shall set forth:
(1)
The name of the limited partnership; and
(2)
The amendment to the certificate.
(b)
(1)
A general partner who becomes aware that any statement in a certificate was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any material respect, shall promptly amend the certificate, but an amendment to show a change of address of a limited partner need be filed only once every 12 months.
(2)
A certificate may be amended at any time for any other proper purpose.
(c)
A certificate of amendment (or judicial decree of amendment) shall be effective when accepted for filing by the Department or at any later time specified in the certificate of amendment (or judicial decree of amendment).
Md. Code Ann., Corps. & Ass'ns § 10-202.1 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–202.1LinkCopy Citation
(a)
If any certificate filed with the Department under this article contains any typographical error, error of transcription, or other technical error or has been defectively executed, the document may be corrected by the filing of a certificate of correction.
(b)
A certificate of correction shall set forth:
(1)
The title of the document being corrected;
(2)
The name of each party to the document being corrected;
(3)
The date that the document being corrected was filed; and
(4)
The provision in the document as previously filed and as corrected and, if execution of the document was defective, the manner in which it was defective.
(c)
A certificate of correction may not make any other change or amendment which would not have complied in all respects with the requirements of this article at the time the document being corrected was filed.
(d)
A certificate of correction shall be executed in the same manner in which the document being corrected was required to be executed.
(e)
A certificate of correction may not:
(1)
Change the effective date of the document being corrected; or
(2)
Affect any right or liability accrued or incurred before its filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by the filing if the person having the right has not detrimentally relied on the original document.
Md. Code Ann., Corps. & Ass'ns § 10-203 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–203LinkCopy Citation
(a)
A certificate shall be canceled on the dissolution and the completion of winding up of the partnership, or at any other time that there are no limited partners. A certificate need not be canceled upon a merger as provided in § 10–208 of this subtitle. A certificate shall be canceled upon filing a certificate of cancellation with the Department which shall set forth:
(1)
The name of the limited partnership;
(2)
The date of filing of the initial certificate and each amendment thereto;
(3)
The reason for filing the certificate of cancellation;
(4)
The effective date (which shall be a date certain) of cancellation if it is not to be effective on the filing of the certificate of cancellation, and provided that any effective date other than the date of filing the certificate of cancellation must be a date subsequent to the filing; and
(5)
Any other information the person filing the certificate of cancellation determines.
(b)
Unless otherwise provided in this title or in the certificate, a certificate of cancellation (or a judicial decree of cancellation) is effective when accepted for filing by the Department.
Md. Code Ann., Corps. & Ass'ns § 10-204 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–204LinkCopy Citation
(a)
Each certificate or articles required by this subtitle to be filed with the Department shall be executed in the following manner:
(1)
The certificate of limited partnership, articles of conversion to a limited partnership, and articles of conversion to an other entity must be signed by all general partners or, in the case of articles of conversion to a limited partnership, by any person authorized to execute the certificate on behalf of the other entity;
(2)
A certificate of amendment under § 10–202 of this subtitle must be signed by at least one general partner and by each other general partner designated in the certificate of amendment as a new general partner or a withdrawing general partner;
(3)
A certificate of cancellation under § 10–203 of this subtitle must be signed by all general partners, or, if there is no general partner, by a majority of the limited partners; and
(4)
A certificate of reinstatement under § 10–214 of this subtitle must be signed by all general partners, or, if there is no general partner, by a majority of the limited partners.
(b)
Any person may sign any certificate or partnership agreement or amendment to the certificate or agreement by an attorney in fact. Powers of attorney relating to the signing of a certificate, partnership agreement, or amendment by an attorney in fact need not be sworn to, verified or acknowledged, and need not be filed with the Department.
(c)
The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
Md. Code Ann., Corps. & Ass'ns § 10-205 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–205LinkCopy Citation
If a person required by § 10-204 of this subtitle to execute a certificate of amendment or cancellation fails or refuses to do so, any other partner, and any assignee of a partnership interest, who is adversely affected by the failure or refusal, may petition the circuit court for the jurisdiction where the principal office of the partnership is located to direct the amendment or cancellation. If the court finds that the amendment or cancellation is proper and that any person so designated has failed or refused to execute the certificate, the court shall order the Department to record an appropriate certificate of amendment or cancellation.
Md. Code Ann., Corps. & Ass'ns § 10-206 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–206LinkCopy Citation
(a)
An executed copy of each certificate required by this subtitle, or of any judicial decree of amendment or cancellation, shall be filed with the Department. However, the Department may not accept for record any certificate or decree that does not meet the requirements of this title. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of that person’s authority as a prerequisite to filing. The Department may not accept for record or filing any certificate, decree, qualification, registration, change of resident agent or principal office, report, service of process or notice, or other document until all required fees have been paid to the Department.
(b)
When the Department accepts for record any certificate, the Department shall:
(1)
Endorse on the document its acceptance for record and the date and time of acceptance;
(2)
Record promptly the document; and
(3)
Send an acknowledgment to the partnership, its attorney, or its agent stating the date and time that the document was accepted for record.
Md. Code Ann., Corps. & Ass'ns § 10-207 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–207LinkCopy Citation
(a)
If any certificate contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:
(1)
Any person who executes the certificate, or causes another to execute it on that person’s behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and
(2)
Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any material respect, if that general partner had sufficient time to amend or cancel the certificate or to file a petition under § 10–205 of this subtitle before the statement was relied upon.
(b)
A person is not liable for failing to cause the amendment or cancellation of a certificate or failing to file a petition under § 10–205 of this subtitle pursuant to subsection (a) of this section if the certificate of amendment, certificate of cancellation, or petition is filed within 30 days of when that person knew or should have known that the statement in the certificate was inaccurate in any material respect.
Md. Code Ann., Corps. & Ass'ns § 10-208 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–208LinkCopy Citation
(a)
(1)
In this section the following words have the meanings indicated.
(2)
“Corporation” means a Maryland corporation or a foreign corporation.
(3)
“Foreign partnership” means a partnership formed under the laws of any state, other than this State, or under the laws of a foreign country.
(4)
“Limited liability company” means a Maryland or a foreign limited liability company as defined by § 4A–101 of this article.
(5)
“Majority in interest of the limited partners” means a majority in interest of each class of the limited partners (such majorities determined on the basis of the sharing of profits and losses by the limited partners).
(b)
Unless the partnership agreement provides otherwise, a domestic limited partnership may merge into one or more domestic or foreign partnerships, limited partnerships or limited liability companies, corporations having capital stock, or business trusts having transferable units of beneficial interest; or one or more domestic or foreign partnerships, limited partnerships or limited liability companies, corporations having capital stock, or business trusts having transferable units of beneficial interest may merge into a domestic limited partnership.
(c)
The proposed merger shall be approved in the manner provided by this subsection:
(1)
A corporation or a business trust shall approve the merger in accordance with the provisions of § 3–105 of this article;
(2)
Unless the partnership agreement provides otherwise, a partnership shall approve the proposed merger in accordance with the provisions of Title 9A of this article;
(3)
Unless the partnership agreement provides otherwise, a limited partnership shall approve the proposed merger by the affirmative vote of all of the general partners and a majority in interest of the limited partners;
(4)
A foreign limited partnership party to the merger shall have the merger advised, authorized, and approved in the manner and by the vote required by the laws of the place where it is organized;
(5)
A limited liability company shall approve the merger in the manner provided under § 4A–703 of this article; and
(6)
A foreign limited liability company shall have the merger advised, authorized, and approved in the manner and by the vote required by the laws of the place where it is organized.
(d)
Articles of merger containing provisions required by § 3–109 of this article and other provisions permitted by that section shall be:
(1)
Executed:
(i)
In the case of a limited partnership, by a general partner;
(ii)
In the case of a corporation or business trust, in the manner required by Title 1 of this article;
(iii)
In the case of a partnership, in the manner required by Title 9A of this article; and
(iv)
In the case of a limited liability company, in the manner required by Title 4A of this article; and
(2)
Filed for record with the Department.
(e)
(1)
Unless the articles of merger provide otherwise, a proposed merger or consolidation may be abandoned before the effective date of the articles by:
(i)
A vote of the majority of the general partners and a majority in interest of the limited partners of any limited partnership party to the articles;
(ii)
A majority vote of the entire board of directors of any corporation party to the articles;
(iii)
Majority vote of the entire board of trustees of any business trust party to the articles;
(iv)
A vote of the members of a limited liability company party to the articles as provided under § 4A–704 of this article; or
(v)
A vote of the partners of a partnership party to the articles as provided under Title 9A of this article.
(2)
If the articles of merger have been filed with the Department, notice of the abandonment shall be given promptly to the Department.
(3)
(i)
If the proposed merger is abandoned as provided in this subsection, no legal liability arises under the articles of merger.
(ii)
An abandonment does not prejudice the rights of any person under any other contract made by a partnership, limited partnership, corporation, limited liability company, or business trust party to the proposed articles of merger in connection with the proposed merger.
(f)
Each limited partner of a limited partnership objecting to a merger of the limited partnership has the same rights with respect to its partnership interest as an objecting stockholder of a Maryland corporation has with respect to its stock under Title 3, Subtitle 2 of this article. The procedures under that subtitle shall be applicable to the extent practicable.
(g)
(1)
The Department shall prepare certificates of merger that specify:
(i)
The name of each party to the articles of merger;
(ii)
The name of the successor and the location of its principal office in the State or, if it has none, its principal place of business; and
(iii)
The time the articles of merger are accepted for record by the Department.
(2)
In addition to any other provision of law with respect to recording, the Department shall send one certificate of merger each to the clerk of the circuit court for each county where the articles of merger show that a merging partnership, limited partnership, corporation, limited liability company, or business trust other than the successor owns an interest in land.
(3)
On receipt of a certificate of merger, a clerk promptly shall record it with the land records.
(h)
(1)
In order to keep the land assessment records current in each county, the Department shall require a partnership, limited partnership, corporation, limited liability company, or business trust to submit with the articles of merger a property certificate for each county where a merging partnership, limited partnership, corporation, limited liability company, or business trust other than the successor owns an interest in land.
(2)
A property certificate is not required with respect to any property in which the only interest owned by the merging partnership, limited partnership, corporation, limited liability company, or business trust is a security interest.
(3)
The property certificate shall be in the form and number of copies that the Department requires and may include the certificate of the Department required by subsection (g) of this section.
(4)
(i)
The property certificate shall provide a deed reference or other description sufficient to identify the property.
(ii)
The Department shall indicate on the property certificate the time the articles of merger are accepted for record and send a copy of the property certificate to the chief assessor of the county where the property is located.
(5)
A transfer, vesting, or devolution of title to the property is not invalidated or otherwise affected by any error or defect in the property certificate, failure to file the property certificate, or failure by the Department to act on the property certificate.
(i)
A merger is effective as of the later of:
(1)
The time the Department accepts the articles of merger for record; or
(2)
The time established under the articles of merger, not to exceed 30 days after the articles of merger are accepted for record.
(j)
(1)
Consummation of a merger has the effects provided in this subsection.
(2)
The separate existence of each partnership, limited partnership, corporation, limited liability company, or business trust party to the articles, except the successor, ceases.
(3)
The partnership interest of each partner of a limited partnership party to the articles of merger that are to be converted or exchanged under the terms of the articles of merger cease to exist, subject to the rights of an objecting limited partner under subsection (f) of this section.
(4)
In addition to any other purposes and powers set forth in the articles of merger, if the articles provide, the successor has the purpose and powers of each party to the articles.
(5)
(i)
The assets of each party to the articles of merger, including any legacies that it would have been capable of taking, transfer to, vest in, and devolve on the successor without further act or deed.
(ii)
Confirmatory deeds, assignments or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferring party to the articles of merger by its last acting general partners, officers, authorized persons, or trustees or by the appropriate general partners, officers, authorized persons, or trustees of the successor.
(6)
(i)
The successor is liable for all the debts and obligations of each nonsurviving party to the articles of merger. An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles of merger may be prosecuted to judgment as if the merger had not taken place, or, on motion of the successor or any party, the successor may be substituted as a party and the judgment against the nonsurviving party to the articles of merger constitutes a lien on the property of the successor.
(ii)
A merger does not impair the rights of creditors or any liens on the property of any partnership, limited partnership, corporation, limited liability company, or business trust party to the articles of merger.
(k)
If, following a merger involving one or more domestic limited partnerships, the successor partnership or limited partnership is not a domestic partnership or limited partnership, there shall be included in the articles of merger filed pursuant to subsection (d)(1) of this section for each domestic limited partnership a statement that the successor partnership or limited partnership agrees that it may be served with process in the State of Maryland in any action, suit, or proceeding for the enforcement of any obligation of the domestic limited partnership that arose before the merger, irrevocably appointing the Department as its agent to accept service of process in any such action, suit, or proceeding and specifying the address to which a copy of the process shall be mailed to it by the Department.
Md. Code Ann., Corps. & Ass'ns § 10-209 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–209LinkCopy Citation
(a)
(1)
Except with respect to a tax collectable locally, immediately after September 30 of each year, the State Comptroller shall certify to the Department a list of every Maryland limited partnership that has not paid a tax due before October 1 of the year after the tax became due.
(2)
When the Comptroller certifies the list to the Department, the Comptroller shall mail to each listed limited partnership, at its address as it appears on the Comptroller’s records, a notice that its right to do business in Maryland and the right to the use of its name will be forfeited unless all taxes, interest, and penalties due by it are paid.
(3)
The mailing of the notice is sufficient, and the failure of any limited partnership to receive the notice mailed to it does not affect the forfeiture of its right to do business in Maryland and the right to the use of its name.
(b)
(1)
Immediately after September 30 of each year, the Secretary of Labor shall certify to the Department a list of every Maryland limited partnership that has not paid an unemployment insurance contribution or made a reimbursement payment due before October 1 of the year after the contribution or payment became due.
(2)
When the Secretary certifies the list to the Department, the Secretary shall mail to each listed limited partnership, at its address as it appears on the Secretary’s records, a notice that its right to do business in Maryland and the right to the use of its name will be forfeited unless all contributions, reimbursement payments, interest, and penalties due by the limited partnership are paid.
(3)
The mailing of the notice is sufficient, and the failure of any limited partnership to receive the notice mailed to it does not affect the forfeiture of its right to do business in Maryland and the right to the use of its name.
(c)
Immediately after September 30 of each year, the Department shall certify a list of every Maryland limited partnership that has not filed an annual report with the Department for the prior year as required by law or has not paid a tax before October 1 of the year after the report was required to be filed or the taxes were due.
(d)
After the lists are certified, the Department shall issue a proclamation declaring that, subject to § 10–218 of this subtitle, the right to do business in Maryland and the right to the use of the name for each limited partnership is forfeited as of the date of the proclamation, without proceedings of any kind either at law or in equity.
Md. Code Ann., Corps. & Ass'ns § 10-210 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–210LinkCopy Citation
(a)
Within ten days after the issuance of the proclamation, the Department shall mail notice of the proclamation to each limited partnership named in it. The notice shall be addressed to the limited partnership at its mailing address on file with the Department or, if none, at any other address appearing on the records of the Department.
(b)
A limited partnership that pays all taxes, unemployment insurance contributions, reimbursement payments, interest, and penalties due, files the annual report due, or both, as the case may be, within 60 days after the issuance of the proclamation shall have its right to do business in Maryland and the right to the use of its name reinstated as of the date of forfeiture.
Md. Code Ann., Corps. & Ass'ns § 10-211 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–211LinkCopy Citation
(a)
If the Department is satisfied that a limited partnership named in the proclamation has not failed to pay the tax, unemployment insurance contributions, or reimbursement payments, or file the report within the period specified in § 10–209 of this subtitle, or that it has been mistakenly reported to the Department by the State Comptroller or the Secretary of Labor, the Department may correct the mistake by filing its proclamation to that effect in its records.
(b)
The effect of a proclamation correcting a mistake is to restore the right to do business in Maryland and the right to the use of the name of the limited partnership as if the right to do business in Maryland and the right to the use of the name had at all times remained in full force and effect.
Md. Code Ann., Corps. & Ass'ns § 10-212 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–212LinkCopy Citation
This subtitle does not repeal, supersede, or in any manner affect any remedy or provision of law:
(1)
For the collection of taxes, unemployment insurance contributions, or reimbursement payments and the interest and penalties due on them; or
(2)
To compel the filing of annual reports.
Md. Code Ann., Corps. & Ass'ns § 10-213 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–213LinkCopy Citation
The authority to do business in Maryland of any limited partnership that is forfeited for nonpayment of taxes, unemployment insurance contributions, or reimbursement payments or failure to file an annual report may be reinstated by filing a certificate of reinstatement with the Department.
Md. Code Ann., Corps. & Ass'ns § 10-214 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–214LinkCopy Citation
A certificate of reinstatement shall include:
(1)
The name of the limited partnership at the time its right to do business in Maryland was forfeited;
(2)
The name that the limited partnership will use after reinstatement, which shall comply with the provisions of this article with respect to limited partnership names;
(3)
The address of the principal office of the limited partnership in this State if different from its principal office in this State at the time the right to do business in Maryland was forfeited; and
(4)
The name and address of the resident agent of the limited partnership.
Md. Code Ann., Corps. & Ass'ns § 10-215 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–215LinkCopy Citation
The Department may not accept a certificate of reinstatement for record unless:
(1)
All annual reports required to be filed by the limited partnership or which would have been required if the right to do business in Maryland had not been forfeited are filed; and
(2)
Unemployment insurance contributions or reimbursement payments, all State and local taxes, except taxes on real estate, and all interest and penalties due by the limited partnership or which would have become due if the right to do business had not been forfeited are paid, whether or not barred by limitations.
Md. Code Ann., Corps. & Ass'ns § 10-216 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–216LinkCopy Citation
Except in a proceeding by the State or any of its political subdivisions, the acceptance of a certificate of reinstatement for record by the Department is conclusive evidence of:
(1)
The payment of all fees, taxes, unemployment insurance contributions, and reimbursement payments required to be paid;
(2)
The filing of all reports required to be filed; and
(3)
The reinstatement of the right to do business in Maryland of the limited partnership.
Md. Code Ann., Corps. & Ass'ns § 10-217 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–217LinkCopy Citation
(a)
Any person that transacts business in the name or for the account of a limited partnership knowing that its right to do business in Maryland has been forfeited and has not been reinstated is guilty of a misdemeanor and on conviction is subject to a fine of not more than $500.
(b)
A prosecution for violation of the provisions of this section may not be instituted after the date the certificate of reinstatement of the limited partnership is filed.
Md. Code Ann., Corps. & Ass'ns § 10-218 (2026)
Title 10. Limited Partnership Act
Subtitle 2. Formation, Forfeiture, and Reinstatement
§ 10–218LinkCopy Citation
The forfeiture of the right to do business in Maryland and the right to the use of the name of the limited partnership under this title does not impair the validity of a contract or act of the limited partnership entered into or done either before or after the forfeiture, or prevent the limited partnership from defending any action, suit, or proceeding in a court of this State.