Subject to the Maryland Constitution:
The laws of the state or country under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and
A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State.
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.
Before doing any interstate, intrastate, or foreign business in this State, a foreign limited partnership shall register with the Department. In order to register, a foreign limited partnership shall submit to the Department an application for registration as a foreign limited partnership, executed by a general partner and setting forth:
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if no resident agent has been appointed under paragraph (4) or, if appointed, the resident agent’s authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;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.
If the Department finds that an application for registration meets the requirements of this title and all required fees have been paid, it shall:
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.
A foreign limited partnership may register with the Department under any name (whether or not it is the name under which it is registered in its state of organization) as provided in Title 1, Subtitle 5 of this article.
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file with the Department a certificate, executed by a general partner, correcting the statement. The provisions of § 10-207 of this title are applicable to foreign limited partnerships as if they were domestic limited partnerships.
A foreign limited partnership may cancel its registration by filing with the Department a certificate of cancellation executed by a general partner. A cancellation does not terminate the authority of the Department to accept service of process on the foreign limited partnership with respect to causes of action arising out of doing business in this State.
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 foreign limited partnership or the person claiming under it has paid the penalty specified in subsection (e)(1) of this section; and
Either:
The foreign limited partnership or a foreign limited partnership successor to it has complied with the requirement of this subtitle; or
The foreign limited partnership and any foreign limited partnership successor to it are no longer doing intrastate, interstate, or foreign business in this State.
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.
If a foreign limited partnership does any intrastate, interstate, or foreign business in this State without registering, the Department shall impose a penalty of $200 on the partnership. This penalty shall be collected and may be reduced or abated under § 14-704 of the Tax - Property Article;
Each general partner of a foreign limited partnership which does intrastate, interstate, or foreign business in this State without registering, and each agent of the foreign limited partnership who transacts intrastate, interstate, or foreign business in this State for it is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $1,000.
The Attorney General may bring an action to restrain a foreign limited partnership from doing business in this State in violation of this subtitle.
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:
Maintaining, defending, or settling an action, suit, claim, dispute, or administrative or arbitration proceeding;
Holding meetings of its partners or carrying on other activities which concern its internal affairs;
Maintaining bank accounts;
Conducting an isolated transaction not in the course of a number of similar transactions;
Foreclosing mortgages and deeds of trust on property in this State;
As a result of default under a mortgage or deed of trust, acquiring title to property in this State by foreclosure, deed in lieu of foreclosure, or otherwise;
Holding, protecting, renting, maintaining, and operating property in this State so acquired; and
Selling or transferring the title to property in this State so acquired to any person, including the Federal Housing Administration or the Veterans Administration.
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.
By doing intrastate, interstate, or foreign business in this State, a foreign limited partnership assents to the laws of this State.
With respect to any cause of action on which a foreign limited partnership would not otherwise be subject to suit in this State, compliance with this subtitle:
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:
A property certificate under § 3–112 of this article or § 10–208(h) of this title, or both; and
A certificate that specifies:
Each county in the State where a foreign limited partnership party to the merger, except the successor, owned an interest in land;
The name of each party to the merger;
The place under the laws of which each party was organized;
The name of the successor; and
If the successor is a foreign limited partnership, or foreign partnership, the name and business, residence, or mailing address of each of the general partners of the successor.
The certificate shall be executed:
In the case of a partnership, in the manner required in § 9A–903 of this article;
In the case of a limited partnership, by all of the general partners;
In the case of a limited liability company in the manner required in § 4A–206 of this article; and
In the case of a corporation or business trust, in the manner required by Title 1 of this article.
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:
Within the time required by law; and
Thereafter, within 30 days after the Department makes a written demand for the delinquent report or late filing penalties.
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:
At its address on file with the Department; or
If it has no address on file with the Department, in the care of the Secretary of State, or corresponding official of the place where it was organized or is existing, if known to the Department.
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.