Title 10. Limited Partnership Act — Subtitle 4. General Partners
Statutes in effect as of October 1, 2026.
Md. Code Ann., Corps. & Ass'ns § 10-401 (2026)
Title 10. Limited Partnership Act
Subtitle 4. General Partners
§ 10–401LinkCopy Citation
Except as otherwise provided in the partnership agreement, after the filing of the initial certificate, additional general partners may be admitted with the consent of all general partners and a majority in interest of limited partners (determined on the basis of the sharing of profits and losses).
Md. Code Ann., Corps. & Ass'ns § 10-402 (2026)
Title 10. Limited Partnership Act
Subtitle 4. General Partners
§ 10–402LinkCopy Citation
A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
(1)
The person’s withdrawal from the limited partnership as provided in § 10-602 of this title;
(2)
The person’s removal as a general partner in accordance with the partnership agreement;
(3)
Unless otherwise provided in the partnership agreement or with the consent of all partners, the person’s:
(i)
Making an assignment for the benefit of creditors;
(ii)
Filing a voluntary petition in bankruptcy;
(iii)
Being adjudged bankrupt or insolvent or having entered against him an order of relief in any bankruptcy or insolvency proceeding;
(iv)
Filing a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;
(v)
Filing an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or
(vi)
Seeking, consenting to, or acquiescing in, the appointment of a trustee, receiver, or liquidation of the general partner or of all or any substantial part of his properties;
(4)
Unless otherwise provided in the partnership agreement or with the consent of all partners, the continuation of any proceeding against him seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, for 120 days after the commencement thereof or the appointment of a trustee, receiver, or liquidator for the general partner or all or any substantial part of his properties without his agreement or acquiescence, which appointment is not vacated or stayed for 120 days or, if the appointment is stayed, for 120 days after the expiration of the stay during which period the appointment is not vacated;
(5)
In the case of a general partner who is an individual, the individual’s:
(i)
Death; or
(ii)
Adjudication by a court of competent jurisdiction as incompetent to manage his person or his property;
(6)
In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);
(7)
In the case of a general partner that is a separate partnership or limited partnership, the dissolution and commencement of winding up of the separate partnership or limited partnership;
(8)
In the case of a general partner that is a corporation, the dissolution of the corporation or the revocation of its charter; or
(9)
In the case of a general partner that is an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership.
Md. Code Ann., Corps. & Ass'ns § 10-403 (2026)
Title 10. Limited Partnership Act
Subtitle 4. General Partners
§ 10–403LinkCopy Citation
(a)
Except as provided in this title or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions and liabilities of a partner in a partnership.
(b)
A general partner may not limit the general partner’s liability in the partnership agreement to persons other than his partners or the limited partnership.
Md. Code Ann., Corps. & Ass'ns § 10-404 (2026)
Title 10. Limited Partnership Act
Subtitle 4. General Partners
§ 10–404LinkCopy Citation
A general partner may make contributions to the limited partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the limited partnership as a limited partner.
Md. Code Ann., Corps. & Ass'ns § 10-405 (2026)
Title 10. Limited Partnership Act
Subtitle 4. General Partners
§ 10–405LinkCopy Citation
The partnership agreement may grant to all or certain identifiable general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter.