A person acquiring a partnership interest is admitted as a limited partner upon the later to occur of: The formation of a limited partnership; or The time provided in a partnership agreement, or if no time is provided in the agreement, then when the person’s admission is reflected in the records of the limited partnership. After the filing of the initial certificate, a person may be admitted as an additional limited partner: In the case of a person acquiring a partnership interest directly from the limited partnership: On compliance with the partnership agreement; or With the consent of all partners; and In the case of an assignee of a partnership interest of a partner who has the power, under § 10–703 of this title, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.

A partnership agreement may provide for classes or groups of limited partners having the relative rights, powers, and duties that the partnership agreement may provide, and may provide for the future creation, in the manner provided in the partnership agreement, of additional classes or groups of limited partners having the relative rights, powers, and duties senior to existing classes and groups of limited partners as the partnership agreement may provide. Subject to § 10–303 of this subtitle, the partnership agreement may grant to all or certain identified limited partners or a specified class or group of limited partners the right to vote (on a per capita or any other basis) separately or together with the general partners or with all or any other class or group of limited partners or on any matter. A partnership agreement that grants a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any limited partners, waiver of any notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any right to vote. A limited partnership is bound by and may enforce the partnership agreement whether or not the limited partnership has itself manifested assent to the agreement. A person that becomes a partner is deemed to assent to the partnership agreement. Two or more persons intending to become the initial partners of a limited partnership may make an agreement that provides that on the formation of the limited partnership the agreement will be the partnership agreement. Unless otherwise provided in the partnership agreement, the affirmative vote or consent of all the partners is required to amend the partnership agreement. A partnership agreement may specify that an amendment to the agreement requires: The approval of a person that is not a party to the agreement; or The satisfaction of a condition. If the adoption of the amendment does not include the required approval or satisfy the specified condition, an amendment to a partnership agreement is ineffective.

Except as provided in § 10–207(a) of this title and subsection (c) of this section, a limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business. However, if the limited partner takes part in the control of the business and is not also a general partner, the limited partner is liable only to persons who transact business with the limited partnership and who reasonably believe, based upon the limited partner’s conduct, that the limited partner is a general partner. A limited partner does not take part in the control of the business within the meaning of subsection (a) of this section solely by doing one or more of the following: Being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director, or stockholder of a corporate general partner, or any combination of these roles, whether solely or jointly with other officers, directors, or stockholders, and irrespective of whether that corporate general partner is the sole general partner of the limited partnership or is a general partner of one or more limited partnerships; Consulting with or advising a general partner with respect to the business of the limited partnership; Acting as surety for the limited partnership; Approving or disapproving an amendment to the partnership agreement; or Voting on one or more of the following matters: The dissolution and winding up of the limited partnership; The sale, exchange, lease, mortgage, pledge, or other transfer of a material portion of the assets of the limited partnership; The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business; A change in the nature of its business; The removal of a general partner; The admission of a general or limited partner; The merger of the limited partnership with or into any other entity; or Any matter related to the business of the limited partnership not otherwise enumerated in this subsection which the partnership agreement states in writing may be subject to the approval or disapproval of limited partners. The enumeration in subsection (b)(1) of this subsection does not necessarily mean that the possession or exercise of any other powers by a limited partner constitutes participation by the limited partner in the business of the limited partnership. A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by Title 1, Subtitle 5 of this article, is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.

Except as provided in subsection (b) of this section, a person who makes a contribution to a partnership and erroneously but in good faith believes that he has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership, or exercising any rights of a limited partner, if, within 30 days after he knew or should have known of the mistake: In the case of a person who wishes to be a limited partner, the person causes an appropriate certificate to be executed and filed; or In the case of a person who wishes to withdraw as a partner from the partnership, the partner takes the necessary action to withdraw. A person who makes a contribution under the circumstances described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection (a) of this section: If that person knew or reasonably should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner; and If the third party reasonably relied upon the fact that the person was a general partner at the time of the transaction.

Each limited partner may inspect and copy, in person or by agent, on written request from time to time upon reasonable demand: True and full information regarding the state of the business and financial condition of the limited partnership; A copy of the partnership agreement and certificate of limited partnership and all amendments to the agreement or certificate; and Other information regarding the affairs of the limited partnership as is just and reasonable for any purpose reasonably related to the limited partner’s interest as a limited partner. One or more persons who together are partners with at least a 5 percent interest in the partnership (determined on the basis of the sharing of profits and losses) may inspect and copy, in person or by agent, on written request from time to time upon reasonable demand: Promptly after becoming available, a copy of the limited partnership’s federal, State, and local income tax returns for each year; and A current list of the name and last known business, residence, or mailing address of each partner. The rights to inspect and copy certain information may be subject to reasonable standards that may be set forth in the partnership agreement or otherwise established by the general partners.