# Corporations and Associations (GCA)

## Title 10. Limited Partnership Act

### Subtitle 8. Miscellaneous Provisions

#### Section 10-801

A limited partnership is dissolved and its affairs shall be wound up on the first to occur of the following:

(1) At the time or on the happening of events specified in the partnership agreement;

(2) A consent to dissolution by all partners;

(3) An event of withdrawal of a general partner unless:

  (i) At the time there is at least one other general partner and the business is continued by a remaining general partner under a right to do so stated in the partnership agreement; or

  (ii) Within 90 days after the withdrawal, all partners other than the withdrawn general partner agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of one or more additional general partners if necessary or desired; or

(4) The entry of a decree of judicial dissolution under Sec. 10-802 of this subtitle.

#### Section 10-802

On application by or for a partner, the circuit court of the county in which the principal office of the limited partnership is located may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.

#### Section 10-803

(a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the circuit court of the county in which the principal office of the limited partnership is located, on cause shown, may wind up the limited partnership's affairs on application of any partner or assignee.

(b) Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in Sec. 10-203 of this title, the persons winding up the limited partnership's affairs may, in the name of and on behalf of the limited partnership, prosecute and defend suits, whether civil, criminal, or administrative, gradually settle and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of the limited partners.

#### Section 10-804

Upon the winding up of a limited partnership, the assets shall be distributed as follows:

(1) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under Sec. 10-601 or Sec. 10-604 of this title;

(2) Unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under Sec. 10-601 or Sec. 10-604 of this title; and

(3) Unless otherwise provided in the partnership agreement, to partners first for the return of their contributions and second respecting their partnership interests, in the proportions in which the partners share in distributions.

#### Section 10-805

(a) A limited partnership may register as a limited liability partnership under Sec. 9A-1001 of this article by:

  (1) Including, in the limited partnership's certificate of limited partnership filed under Sec. 10-201 of this title or in an amendment of its certificate of limited partnership filed under Sec. 10-202 of this title, the information described in Sec. 9A-1001(a) of this article; and

  (2) Using a name that complies with the requirements of Title 1, Subtitle 5 of this article.

(b)

  (1) Subject to paragraph (2) of this subsection, the provisions of Title 9A of this article that apply to limited liability partnerships shall apply to a limited partnership that has registered as a limited liability partnership.

  (2) In applying Title 9A, Subtitle 10 of this article to a limited partnership, all references to a partner shall mean a general partner.

(c) If a limited partnership is a registered limited liability partnership, Sec. 9A-306 of this article applies to its general partners and to any of its limited partners who, under other provisions of this title, are liable for the debts, obligations, or liabilities of the limited partnership.

(d) A limited partnership that has registered as a limited liability partnership may withdraw such registration by complying with Sec. 9A-1001(e) of this article.

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