Title 10. Limited Partnership Act — Subtitle 9. Foreign Limited Partnerships

Subject to the Maryland Constitution:

A foreign limited partnership may not do any kind of intrastate, interstate, or foreign business in this State which the laws of this State prohibit a domestic limited partnership from doing.

The name of the foreign limited partnership and, if different, the name under which it proposes to register and do business in this State;

The state or country under whose laws it was formed and the date of its formation;

The general character of the business it proposes to transact in this State;

The name and address of its resident agent in this State;

A statement that the Department is appointed the resident agent of the foreign limited partnership if no resident agent has been appointed under paragraph (4) or, if appointed, the resident agent’s authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;

The address of the office required to be maintained in the state or country of its organization by the laws of that jurisdiction or, if not so required, of the principal office of the foreign limited partnership;

The name and business, residence, or mailing address of each of the general partners; and

Proof acceptable to the Department of good standing in the jurisdiction where it currently is organized.

Endorse on the application the date and time of its acceptance for record;

Record promptly the document; and

Send an acknowledgment to the person who filed the application or his representative stating the date and time that the document was accepted for record.

If a foreign limited partnership is doing or has done any intrastate, interstate, or foreign business in this State without complying with the requirements of this subtitle, neither the foreign limited partnership nor any person claiming under it may maintain a suit in any court of this State unless it shows to the satisfaction of the court that:

The failure of a foreign limited partnership to register in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this State.

A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the partnership’s having done business in this State without registration.

A foreign limited partnership, by doing business in this State without registration, appoints the Department as its agent for service of process with respect to causes of action arising out of doing business in this State.

In addition to any other activities which may not constitute doing business in this State, for the purposes of this article, the following activities of a foreign limited partnership do not constitute doing business in this State:

In addition to any other activities which may constitute doing business in this State, for the purposes of this article any foreign limited partnership which owns income-producing real or tangible personal property in this State, other than property exempted by subsection (a) of this section, will be considered to be doing business in this State.

Does not of itself render a foreign limited partnership subject to suit in this State; and

Is not considered as consent by it to be sued in this State.

If a foreign limited partnership that owns property, rights, privileges, franchises, or other assets located in this State is a party to a merger in which a foreign corporation, foreign partnership, foreign limited liability company, or another foreign limited partnership is the successor, the transfer to, vesting in, or devolution on the successor of the property, rights, privileges, franchises, or other assets of the nonsurviving foreign limited partnership is effective as provided by the laws of the place that governs the merger.

The successor shall file with the Department:

If a copy of the document effecting the merger has not been filed with the Department as provided in this title, the successor shall file with the Department an officially certified copy of that document.

When the Department receives the articles and any certificate of the successor, it shall prepare and file certificates of merger in the manner provided for Maryland limited partnerships. However, the certificate of merger need not state the principal office in the State of any successor that does not have a principal office, and the certificate shall include the other information specified in the certificate filed by the successor.

The Department may forfeit the right of any foreign limited partnership to do business in this State if the limited partnership fails to file with the Department any report or fails to pay any late filing penalties required by law:

Unless the Department excuses a reasonable delay for good cause shown, the forfeiture is effective 15 days after written notice of forfeiture from the Department, without proceedings of any kind either at law or in equity.

The demand for a delinquent report or late filing penalties and the notice of forfeiture shall be addressed to the limited partnership:

On forfeiture of its right to do business in this State, the foreign limited partnership is subject to the same rules, legal provisions, and sanctions as if it had never qualified or been licensed to do business in this State.