# Corporations and Associations (GCA) ## Title 9A. Maryland Revised Uniform Partnership Act ### Subtitle 1. General Provisions #### Section 9A-101 (a) In this title the following words have the meanings indicated. (b) "Business" includes every trade, occupation, and profession. (c) "Debtor in bankruptcy" means a person who is the subject of: (1) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (2) A comparable order under federal, State, or foreign law governing insolvency. (d) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee. (e) "Foreign limited liability partnership" means a partnership that is formed in accordance with an agreement governed by the laws of a state other than this State and registered or denominated as a limited liability partnership or registered limited liability partnership under the laws of such other state, but does not include a foreign limited partnership registered or denominated as a limited liability limited partnership under the laws of a state other than this State. (f) "Foreign limited partnership" means a partnership, including a foreign limited partnership registered or denominated as a limited liability partnership under the laws of a state other than this State, formed under the laws of any state other than this State or under the laws of a foreign country and having as partners one or more general partners and one or more limited partners. (g) "Limited liability partnership" means a partnership that: (1) Is formed in accordance with the laws of this State; and (2) Is registered under Sec. 9A-1001 of this title. (h) "Limited partnership" and "domestic limited partnership" means a limited partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners. (i) "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under Sec. 9A-202 of this title, predecessor law, or comparable law of another jurisdiction and includes, for all purposes of the laws of this State, a limited liability partnership and a foreign limited liability partnership. (j) "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement. (k) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking. (l) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights. (m) "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein. (n) "Real estate investment trust" means a Maryland real estate investment trust as defined in Sec. 8-101 of this article. (o) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. (p) "Statement" means a statement of partnership authority under Sec. 9A-303 of this title, a statement of denial under Sec. 9A-304 of this title, a statement of dissociation under Sec. 9A-704 of this title, a statement of dissolution under Sec. 9A-805 of this title, or an amendment or cancellation of any of the foregoing. (q) "Statutory trust" means a Maryland statutory trust as defined in Sec. 12-101 of this article. (r) "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. #### Section 9A-102 (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) Knows of it; (2) Has received a notification of it; or (3) Has reason to know it exists from all of the facts known to the person at the time in question. (c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it. (d) A person receives a notification when the notification: (1) Comes to the person's attention; or (2) Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications. (e) Except as otherwise provided in subsection (f) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. (f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. #### Section 9A-103 (a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership and the means and conditions for amending the partnership agreement are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this title governs relations among the partners and between the partners and the partnership. (b) The partnership agreement may not: (1) Vary the rights and duties under Sec. 9A-105 of this subtitle except to eliminate the duty to provide copies of statements to all of the partners; (2) Unreasonably restrict the right of access to books and records under Sec. 9A-403(b) of this title; (3) Eliminate the duty of loyalty under Sec. 9A-404(b) or Sec. 9A-603(b)(3) of this title, but: (i) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty; however, the partnership agreement may not be amended to expand or add any specific types or categories of activities that do not violate the duty of loyalty without the consent of all partners after full disclosure of all material facts; or (ii) All of the partners or a number or percentage of not less than a majority of disinterested partners specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (4) Unreasonably reduce the duty of care under Sec. 9A-404(c) or Sec. 9A-603(b)(3) of this title; (5) Eliminate the obligation of good faith and fair dealing under Sec. 9A-404(d) of this title, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (6) Vary the power to dissociate as a partner under Sec. 9A-602(a) of this title, except to require the notice under Sec. 9A-601(1) of this title to be in writing; (7) Vary the right of a court to expel a partner in the events specified in Sec. 9A-601(5) of this title; (8) Vary the requirement to wind up the partnership business in cases specified in Sec. 9A-801(4), (5), or (6) of this title; (9) Vary the law applicable to a limited liability partnership under Sec. 9A-106 of this subtitle; or (10) Restrict rights of third parties under this title. #### Section 9A-104 (a) Unless displaced by particular provisions of this title, the principles of law and equity supplement this title. (b) If an obligation to pay interest arises under this title and the rate is not specified, the rate is that specified in Sec. 11-107(a) of the Courts Article. #### Section 9A-105 (a) A statement may be filed with the Department. A certified copy of a statement that is filed in an office in another state, containing substantially the same information as required for a statement filed under this title, may be filed with the Department. Either filing has the effect provided in this title with respect to partnership property located in or transactions that occur in this State. (b) A statement of partnership authority filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this title. An individual who executes a statement shall personally declare under penalty of perjury that the contents of the statement are accurate. (c) A person authorized by this title to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation. (d) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner. (e) The Department may collect a fee for filing or providing a certified copy of a statement. #### Section 9A-106 (a) Except as provided in subsection (b) of this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. (b) The law of the state under which a foreign limited liability partnership is formed and registered as a limited liability partnership governs relations among the partners and the foreign limited liability partnership and the liability of a partner for any debts, obligations, or liabilities of or chargeable to the foreign limited liability partnership or another partner. (c) A partnership, including a limited liability partnership, may conduct its business, carry on its operations, and have and exercise the powers granted by this title in any state, territory, district, or possession of the United States or in any foreign country. (d) It is the policy of this State that the internal affairs of partnerships, including limited liability partnerships, formed and existing under this title, including the liability of partners for debts, obligations, and liabilities of or chargeable to partnerships, shall be subject to and governed by the laws of this State. (e) It is the intent of the legislature that the legal existence of limited liability partnerships formed and existing under this title or a predecessor statute be recognized outside the boundaries of this State and that the laws of this State governing such limited liability partnerships transacting business outside this State be granted the protection of full faith and credit under the Constitution of the United States. (f) A foreign limited liability partnership may not be denied registration under Subtitle 11 of this title by reason of any difference between those laws and the laws of this State. #### Section 9A-107 A partnership governed by this title is subject to any amendment to or repeal of this title. ### Subtitle 2. Nature of Partnership #### Section 9A-201 A partnership is an entity distinct from its partners. #### Section 9A-202 (a) Except as otherwise provided in subsection (c) of this section, the unincorporated association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership and whether or not the association is called "partnership", "joint venture", or any other name. (b) A partnership may be created under: (1) This title; (2) The Maryland Uniform Partnership Act and its subsequent amendments; or (3) A statute of another jurisdiction comparable to this title or the Maryland Uniform Partnership Act and their respective subsequent amendments. (c) An unincorporated association or entity created under a law other than the laws described in subsection (b) of this section is not a partnership. (d) In determining whether a partnership is formed, the following rules apply: (1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property. (2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived. (3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment: (i) Of a debt by installments or otherwise; (ii) For services as an independent contractor or of wages or other compensation to an employee; (iii) Of rent; (iv) Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner; (v) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or (vi) For the sale of the goodwill of a business or other property by installments or otherwise. #### Section 9A-203 Partnership property is property of the partnership and not of the partners individually. #### Section 9A-204 (a) Property is partnership property if acquired in the name of: (1) The partnership; or (2) One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership. (b) Property is acquired in the name of the partnership by a transfer to: (1) The partnership in its name; or (2) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property. (c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership. (d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes. ### Subtitle 3. Relations of Partners to Persons Dealing With Partnership #### Section 9A-301 Subject to the effect of a statement of partnership authority under Sec. 9A-303 of this subtitle: (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority. (2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners. #### Section 9A-302 (a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under Sec. 9A-303 of this subtitle, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name. (2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under Sec. 9A-301 of this subtitle and: (1) As to a subsequent transferee who gave value for property transferred under subsection (a)(1) or (2) of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or (2) As to a transferee who gave value for property transferred under subsection (a)(3) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership. (c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b) of this section, from any earlier transferee of the property, provided that the subsequent transferee claims by, through or under that earlier transferee. (d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document. #### Section 9A-303 (a) A partnership may file a statement of partnership authority, which: (1) Must include: (i) The name of the partnership; (ii) The street address of its chief executive office and, if there is one, of one office in this State; and (iii) The names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and (2) May state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter. (b) If a filed statement of partnership authority is executed pursuant to Sec. 9A-105(c) of this title and states the name of the partnership but does not contain all of the other information required by subsection (a) of this section, the statement nevertheless operates with respect to a person not a partner as provided in subsections (c) and (d) of this section. (c) Except as otherwise provided in subsection (f) of this section, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority. (d) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a statement containing the limitation on authority has been filed. (e) Except as otherwise provided in subsections (c) and (d) of this section and Sec.Sec. 9A-704 and 9A-805 of this title, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement. (f) Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law 5 years after the date on which the statement, or the most recent amendment, was filed with the Department. #### Section 9A-304 A partner or other person named as a partner in a filed statement of partnership authority may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in Sec. 9A-303(c) and (d) of this subtitle. #### Section 9A-305 (a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership. (b) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss. #### Section 9A-306 (a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted as a partner into an existing partnership shall have the immunity from liability described under Sec. 5-420 of the Courts and Judicial Proceedings Article. (c) Subject to the provisions of subsection (d) of this section, a partner of a limited liability partnership is not liable or accountable, directly or indirectly, including by way of indemnification, contribution, or otherwise, for any debts, obligations, or liabilities of or chargeable to the partnership or another partner, whether arising in tort, contract, or otherwise, which are incurred, created, or assumed by the partnership while the partnership is a limited liability partnership solely by reason of being a partner in the partnership or acting or omitting to act in such capacity or rendering professional services or otherwise participating, as an employee, consultant, contractor, or otherwise, in the conduct of the business or activities of the partnership. (d) Subsection (c) of this section does not affect: (1) The liability of a partner of a limited liability partnership for debts and obligations of the partnership that arise from any negligent or wrongful act or omission of the partner or of another partner, employee, or agent of the partnership if the partner is negligent in appointing, directly supervising, or cooperating with the other partner, employee, or agent; (2) The liability of the partnership for all its debts and obligations or the availability of the entire assets of the partnership to satisfy its debts and obligations; or (3) The liability of a partner for debts and obligations of the partnership, whether in contract or in tort, that arise from or relate to a contract made by the partnership prior to its registration as a limited liability partnership, unless the registration was consented to in writing by the party to the contract that is seeking to enforce the debt or obligation. (e) Nothing in subsection (c) of this section is intended to restrict or limit in any manner the authority and duty of a regulatory body that licenses professionals within this State to license persons who render professional services or to regulate the practice of any profession that is within the jurisdiction of the regulatory body, notwithstanding that the person is a partner, employee, or agent of a limited liability partnership and is rendering the professional services or engaging in the practice of the profession through the limited liability partnership. #### Section 9A-307 (a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and, except as provided in Sec. 9A-306 of this subtitle and subsection (f) of this section, any or all of the partners in the same action or in separate actions. (c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner. (d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the claim is for a debt, obligation, or liability for which the partner is liable under Sec. 9A-306 of this subtitle and either: (1) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (2) The partnership is a debtor in bankruptcy; (3) The partner has agreed that the creditor need not exhaust partnership assets; (4) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or (5) Liability is imposed on the partner by law or contract independent of the existence of the partnership. (e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under Sec. 9A-308 of this subtitle. (f) A partner of a limited liability partnership is not a proper party to a proceeding by or against a limited liability partnership solely by reason of being a partner of the limited liability partnership, except where the object of the proceeding is: (1) To enforce a partner's right against or liability to the limited liability partnership; or (2) To recover damages, or enforce partnership obligations, for which the partner is personally liable under Sec. 9A-306 of this subtitle. #### Section 9A-308 (a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation. (b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable. (c) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority or does not file a statement of authority. (d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership. (e) Except as otherwise provided in subsections (a) and (b) of this section, persons who are not partners as to each other are not liable as partners to other persons. ### Subtitle 4. Relations of Partners to Each Other and to Partnership #### Section 9A-401 (a) Each partner is deemed to have an account that is: (1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and (2) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses. (b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits. (c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property. (d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute. (e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance. (f) Each partner has equal rights in the management and conduct of the partnership business. (g) A partner may use or possess partnership property only on behalf of the partnership. (h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership. (i) A person may become a partner only with the consent of all of the partners. (j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners. (k) This section does not affect the obligations of a partnership to other persons under Sec. 9A-301 of this title. #### Section 9A-402 A partner has no right to receive, and may not be required to accept, a distribution in kind. #### Section 9A-403 (a) A partnership shall keep its books and records, if any, at its chief executive office. (b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished. (c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: (1) Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this title; and (2) On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. #### Section 9A-404 (a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this section. (b) A partner's duty of loyalty to the partnership and the other partners is limited to the following: (1) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity; (2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and (3) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership. (c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (d) A partner shall discharge the duties to the partnership and the other partners under this title or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (e) A partner does not violate a duty or obligation under this title or under the partnership agreement merely because the partner's conduct furthers the partner's own interest. (f) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law. (g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner. #### Section 9A-405 (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to: (1) Enforce the partner's rights under the partnership agreement; (2) Enforce the partner's rights under this title, including: (i) The partner's rights under Sec. 9A-401, Sec. 9A-403, or Sec. 9A-404 of this subtitle; (ii) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to Sec. 9A-701 of this title or enforce any other right under Subtitle 6 or Subtitle 7 of this title; or (iii) The partner's right to compel a dissolution and winding up of the partnership business under Sec. 9A-801 of this title or enforce any other right under Subtitle 8 of this title; or (3) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship. (c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. #### Section 9A-406 (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will. (b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue. ### Subtitle 5. Transferees and Creditors of Partner #### Section 9A-501 A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. #### Section 9A-502 The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The transferable interest is personal property. #### Section 9A-503 (a) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) Is permissible; (2) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (3) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records. (b) A transferee of a partner's transferable interest in the partnership has a right: (1) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (3) To seek under Sec. 9A-801(6) of this title a judicial determination that it is equitable to wind up the partnership business. (c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners. (d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred. (e) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer. (f) A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. (g) A partnership agreement may provide that a partner's transferable interest in the partnership may or shall be transferred or assigned in whole or in part to one or more persons, including on the occurrence of any of the events described in Sec. 9A-601 of this title, regardless of whether the persons to whom the interest is transferred or assigned are partners. #### Section 9A-504 (a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require. (b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee. (c) At any time before foreclosure, an interest charged may be redeemed: (1) By the judgment debtor; (2) With property other than partnership property, by one or more of the other partners; or (3) With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged. (d) This title does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership. (e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership. ### Subtitle 6. Partner's Dissociation #### Section 9A-601 A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner; (2) An event agreed to in the partnership agreement as causing the partner's dissociation; (3) The partner's expulsion pursuant to the partnership agreement; (4) The partner's expulsion by the unanimous vote of the other partners if: (i) It is unlawful to carry on the partnership business with that partner; (ii) There has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed; (iii) Within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed articles of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the articles of dissolution or no reinstatement of its charter or its right to conduct business; or (iv) A partnership that is a partner has been dissolved and its business is being wound up; (5) On application by the partnership or another partner, the partner's expulsion by judicial determination because: (i) The partner engaged in wrongful conduct that adversely and materially affected the partnership business; (ii) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under Sec. 9A-404 of this title; or (iii) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner; (6) The partner's: (i) Becoming a debtor in bankruptcy; (ii) Executing an assignment for the benefit of creditors; (iii) Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or (iv) Failing, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated; (7) In the case of a partner who is an individual: (i) The partner's death; (ii) The appointment of a guardian or general conservator for the partner; or (iii) A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement; (8) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee; (9) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or (10) Termination of a partner who is not an individual, partnership, corporation, trust, or estate. #### Section 9A-602 (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to Sec. 9A-601(1) of this subtitle. (b) A partner's dissociation is wrongful only if: (1) It is in breach of an express provision of the partnership agreement; or (2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: (i) The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation under Sec. 9A-601(6) through (10) of this subtitle or wrongful dissociation under this subsection; (ii) The partner is expelled by judicial determination under Sec. 9A-601(5) of this subtitle; (iii) The partner is dissociated by reason of an event under Sec. 9A-601 of this subtitle; or (iv) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated. (c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners. #### Section 9A-603 (a) If a partner's dissociation results in a dissolution and winding up of the partnership business, Subtitle 8 of this title applies; otherwise, Subtitle 7 of this title applies. (b) Upon a partner's dissociation: (1) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in Sec. 9A-803 of this title; (2) The partner's duty of loyalty under Sec. 9A-404(b)(3) of this title terminates; and (3) The partner's duty of loyalty under Sec. 9A-404(b)(1) and (2) of this title and duty of care under Sec. 9A-404(c) of this title continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to Sec. 9A-803 of this title. ### Subtitle 7. Partner's Dissociation When Business Not Wound Up #### Section 9A-701 (a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under Sec. 9A-801 of this title, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (b) of this section. (b) The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under Sec. 9A-807(b) of this title if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest must be paid from the date of dissociation to the date of payment. (c) Damages for wrongful dissociation under Sec. 9A-602(b) of this title, and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, must be offset against the buyout price. Interest must be paid from the date the amount owed by the dissociated partner becomes due to the date of payment. (d) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under Sec. 9A-702 of this subtitle. (e) If no agreement for the purchase of a dissociated partner's interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest under subsection (b) of this section, reduced by any offsets and accrued interest under subsection (c) of this section. (f) If a deferred payment is authorized under subsection (h) of this section, the partnership may tender a written offer stating the amount it estimates to be the buyout price and accrued interest under subsection (b) of this section, reduced by any offsets and accrued interest under subsection (c) of this section, stating the time of payment and the other terms and conditions of the obligation. (g) The payment or tender of a written offer required by subsection (e) or (f) of this section must be accompanied by the following: (1) A statement of partnership assets and liabilities as of the date of dissociation; (2) The latest available partnership balance sheet and income statement, if any; (3) An explanation of how the estimated amount of the payment was calculated; and (4) Written notice that unless the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c) of this section, or other terms of the obligation to purchase within 120 days after the written notice, the payment is in full satisfaction of the obligation to purchase. (h) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment shall bear interest. (i) A dissociated partner may maintain an action against the partnership, pursuant to Sec. 9A-405(b)(2)(ii) of this title, to determine the buyout price of that partner's interest, any offsets under subsection (c) of this section, or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or a written offer or within 1 year after written demand for payment if no payment or written offer is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (c) of this section, and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h) of this section, the court shall also determine the terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or a written offer or to comply with subsection (g) of this section. #### Section 9A-702 (a) For 2 years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under Subtitle 9 of this title, is bound by an act of the dissociated partner which would have bound the partnership under Sec. 9A-301 of this title before dissociation only if at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) Did not have notice of the partner's dissociation; and (3) Is not deemed to have had knowledge under Sec. 9A-303(d) of this title or notice under Sec. 9A-704(c) of this subtitle. (b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section. #### Section 9A-703 (a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this section. (b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under Subtitle 9 of this title, within 2 years after the partner's dissociation, only if the obligation is one for which the partner is liable under Sec. 9A-306 of this title and at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) Did not have notice of the partner's dissociation; and (3) Is not deemed to have had knowledge under Sec. 9A-303(e) of this title or notice under Sec. 9A-704(c) of this subtitle. (c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation. (d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. #### Section 9A-704 (a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of Sec. 9A-303(c) and (d) of this title. (c) For the purposes of Sec.Sec. 9A-702(a)(3) and 9A-703(b)(3) of this subtitle, a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed. #### Section 9A-705 Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. ### Subtitle 8. Winding Up Partnership Business #### Section 9A-801 A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under Sec. 9A-601(2) through (10) of this title, of that partner's express will to withdraw as a partner, or on a later date specified by the partner; (2) In a partnership for a definite term or particular undertaking: (i) The expiration of 90 days after a partner's dissociation by death or otherwise under Sec. 9A-601(6) through (10) of this title or wrongful dissociation under Sec. 9A-602(b) of this title, unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to Sec. 9A-602(b)(2)(i) of this title, agree to continue the partnership; (ii) The express will of all of the partners to wind up the partnership business; or (iii) The expiration of the term or the completion of the undertaking; (3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business; (4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section; (5) On application by a partner, a judicial determination that: (i) The economic purpose of the partnership is likely to be unreasonably frustrated; (ii) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or (iii) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or (6) On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business: (i) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or (ii) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer. #### Section 9A-802 (a) Subject to subsection (b) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event: (1) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and (2) The rights of a third party accruing under Sec. 9A-804(1) of this subtitle or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected. #### Section 9A-803 (a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the circuit court for the county in which the principal office of the partnership is located, for good cause shown, may order judicial supervision of the winding up. (b) The legal representative of the last surviving partner may wind up a partnership's business. (c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to Sec. 9A-807 of this subtitle, settle disputes by mediation or arbitration, and perform other necessary acts. #### Section 9A-804 Subject to Sec. 9A-805 of this subtitle, a partnership is bound by a partner's act after dissolution that: (1) Is appropriate for winding up the partnership business; or (2) Would have bound the partnership under Sec. 9A-301 of this title before dissolution, if the other party to the transaction did not have notice of the dissolution. #### Section 9A-805 (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A filed statement of dissolution cancels a filed statement of partnership authority for the purposes of Sec. 9A-303(c) of this title and is a limitation on authority for the purposes of Sec. 9A-303(d) of this title. (c) For the purposes of Sec. 9A-301 of this title and Sec. 9A-804 of this subtitle, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 90 days after it is filed. (d) After filing a statement of dissolution, a dissolved partnership may file a statement of partnership authority which will operate with respect to a person not a partner as provided in Sec. 9A-303(c) and (d) of this title in any transaction, whether or not the transaction is appropriate for winding up the partnership business. #### Section 9A-806 (a) Except as otherwise provided in subsection (b) of this section and Sec. 9A-306(c) of this title, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under Sec. 9A-804 of this subtitle. (b) A partner who, with knowledge of the dissolution, incurs a partnership liability under Sec. 9A-804(2) of this subtitle by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability. #### Section 9A-807 (a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b) of this section. (b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under Sec. 9A-306(c) of this title. (c) If a partner fails to contribute the full amount required under subsection (b) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under Sec. 9A-306(c) of this title. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under Sec. 9A-306(c) of this title. (d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement. (e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership. (f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership. (g) Notwithstanding the foregoing provisions of this section, a partner of a limited liability partnership shall have no obligation to make a contribution to the partnership, whether directly or indirectly by way of a charge against the partner's account or otherwise, with respect to any partnership obligations for which the partner has no personal liability under Sec. 9A-306 of this title. ### Subtitle 9. Merger #### Section 9A-901 (a) Unless the partnership agreement provides otherwise, a partnership may be a party to a statutory merger pursuant to this subtitle and may merge into one or more: (1) Partnerships; (2) Limited liability companies; (3) Limited partnerships; (4) Corporations having capital stock; or (5) Business trusts having transferable units of beneficial interest. (b) One or more partnerships, limited liability companies, limited partnerships, corporations having capital stock, or business trusts having transferable units of beneficial interest may merge into a partnership. (c) Before a partnership may be a party to a statutory merger pursuant to this subtitle, such partnership must have on file with the Department either (1) a statement of authority filed pursuant to Sec. 9A-303 of this title or (2) a certificate of limited liability partnership filed pursuant to Sec. 9A-1001 of this title. (d) The statutory merger provisions of this subtitle do not preclude a partnership from being converted or merged by agreement or by operation of law. #### Section 9A-902 (a) The proposed merger shall be approved in the manner provided by this section. (b) A corporation shall approve the merger under the provisions of Sec. 3-105 of this article. (c) A real estate investment trust shall approve the merger under the provisions of Sec. 8-501.1 of this article. (d) A limited partnership shall approve the merger under the provisions of Sec. 10-208 of this article. (e) A limited liability company shall approve the merger under the provisions of Sec. 4A-702 of this article. (f) A partnership shall approve the merger by all of its partners, or a lesser number or percentage specified for merger in its partnership agreement. (g) A foreign partnership party to the merger shall have the merger approved in the manner and by the vote required by the laws of the place where it is organized. (h) A statutory trust shall approve the merger under the provisions of Sec. 12-602 of this article. (i) A business trust, other than a Maryland real estate investment trust or statutory trust, shall have the merger approved in the manner and by the vote required by the laws of the place where it is formed. #### Section 9A-903 Articles of merger shall: (1) Contain the provisions required by Sec. 3-109 of this article and other provisions permitted by that section; (2) Be executed: (i) In the case of a partnership, by any partner authorized by the partnership to do so; (ii) In the case of a limited liability company, in the manner required by Sec. 4A-206 of this article; (iii) In the case of a corporation or business trust, in the manner required by Title 1 of this article; and (iv) In the case of a limited partnership, in the manner required by Title 10 of this article; and (3) Be filed for record with the Department. #### Section 9A-904 (a) Unless the articles of merger preclude the right to abandon the merger or permit some other vote or manner of abandonment, a proposed merger may be abandoned before the effective date of the articles by: (1) A majority vote of the partners of a partnership party to the articles; (2) Unanimous consent of the members of a limited liability company party to the articles; (3) A majority vote of the general partners and a majority in interest of the limited partners, as defined in Sec. 10-208 of this article, of any limited partnership party to the articles; (4) A majority vote of the entire board of directors of a corporation party to the articles; and (5) A majority vote of the entire board of trustees of a business trust party to the articles. (b) If the articles of merger have been filed with the Department, notice of the abandonment shall be given promptly to the Department. (c) (1) If the proposed merger is abandoned as provided in this section, no legal liability arises under the articles of merger. (2) An abandonment does not prejudice the rights of any person under any other contract made by a partnership, limited liability company, limited partnership, corporation or business trust party to the proposed articles of merger in connection with the proposed merger. #### Section 9A-905 (a) A member of a partnership objecting to a merger of the partnership has the same rights with respect to the partner's interest in the partnership as a stockholder of a Maryland corporation who objects has with respect to the stockholder's stock under Title 3, Subtitle 2 of this article. (b) The procedures under Title 3, Subtitle 2 of this article shall be applicable to the extent practicable. #### Section 9A-906 (a) The Department shall prepare certificates of merger that specify: (1) The name of each party to the articles of merger; (2) The name of the successor and the location of its principal office in this State or, if it has none, its principal place of business; and (3) The time the articles of merger are accepted for record by the Department. (b) In addition to any other provision of law with respect to recording, the Department shall send one of the certificates of merger to the clerk of the circuit court of each county in the State where the articles of merger show that a merging partnership, limited liability company, limited partnership, corporation or business trust other than the successor owns an interest in land. (c) On receipt of a certificate, a clerk promptly shall record it with the land records. #### Section 9A-907 (a) The Department shall require a partnership, limited liability company, limited partnership, corporation, or business trust to submit with the articles of merger a property certificate for each county where a merging partnership, limited liability company, limited partnership, corporation, or business trust other than the successor owns an interest in land. (b) A property certificate is not required with respect to any property in which the only interest owned by the merging partnership, limited liability company, limited partnership, corporation, or business trust is a security interest. (c) The property certificate: (1) Shall be in the form and number of copies that the Department requires; and (2) May include the certificate of the Department required by Sec. 9A-906 of this subtitle. (d) (1) The property certificate shall provide a deed reference or other description sufficient to identify the property. (2) The Department shall: (i) Indicate on the property certificate the time that articles of merger are accepted for record; and (ii) Send a copy of the property certificate to the chief assessor of the county where the property is located. (e) A transfer, vesting, or devolution of title to the property is not invalidated or otherwise affected by any error or defect in the property certificate, failure to file the property certificate, or failure by the Department to act on the property certificate. #### Section 9A-908 A merger is effective as of the later of: (1) The time the Department accepts the articles of merger for record; or (2) The time established under the articles of merger, not to exceed 30 days after the articles of merger are accepted for record. #### Section 9A-909 (a) Consummation of a merger has the effects provided in this section. (b) The separate existence of each partnership, limited liability company, limited partnership, corporation, or business trust party to the articles, except the successor, ceases. (c) The interest of each partner of a partnership party to the articles of merger that are to be converted or exchanged under the terms of the articles of merger cease to exist, subject to the rights of an objecting partner under Sec. 9A-905 of this subtitle. (d) In addition to any other purposes and powers set forth in the articles of merger, if the articles provide, the successor has the purpose and powers of each party to the articles. (e) (1) The assets of each party to the articles of merger, including any legacies that it would have been capable of taking, transfer to, vest in, and devolve upon the successor without further act or deed. (2) Confirmatory deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the nonsurviving party to the articles of merger by its last acting authorized persons, general partners, officers, trustees, or by the appropriate authorized persons, general partners, officers, or trustees, or members of the successor. (f) (1) (i) The successor is liable for all the debts and obligations of each nonsurviving party to the articles of merger. (ii) An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles of merger: (1) May be prosecuted to judgment as if the merger had not taken place; or (2) On motion of the successor or any party, the successor may be substituted as a party, and the judgment against the nonsurviving party to the articles of merger shall constitute a judgment against the successor. (2) A merger does not impair the rights of creditors or a lien on the property of any partnership, limited liability company, limited partnership, corporation, or business trust party to the articles of merger. (3) Subject to Subtitles 7 and 8 of this title, a partner of a nonsurviving partnership remains liable for all the debts and obligations of the nonsurviving partnership party to the articles of merger. (g) A partner of the surviving partnership is liable for: (1) All obligations of a party to the merger for which the partner was personally liable before the merger; (2) All other obligations of the surviving partnership incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the surviving partnership; and (3) Except as provided in Sec. 9A-306(c) of this title, all obligations of the surviving partnership incurred after the merger takes effect. #### Section 9A-910 Following a merger involving one or more partnerships, if the successor partnership is not a partnership organized under this subtitle, there shall be included in the articles of merger filed under Sec. 9A-903 of this subtitle for each partnership organized under this subtitle a statement that: (1) The successor partnership agrees that it may be served with process in this State in any action, suit, or proceeding for the enforcement of any obligation of the nonsurviving partnership that arose before the merger; (2) Irrevocably appoints the Department as its agent to accept service of process in any such action, suit, or proceeding described under item (1) of this section; and (3) Specifies the address to which a copy of the process shall be mailed by the Department. ### Subtitle 10. Limited Liability Partnerships #### Section 9A-1001 (a) A partnership formed in accordance with an agreement governed by the laws of this State may register as a limited liability partnership by filing with the Department a certificate of limited liability partnership which sets forth: (1) The name of the limited liability partnership; (2) The purpose for which the limited liability partnership exists; and (3) The address of its principal office in this State and the name and address of its resident agent. (b) A partnership qualifies as a limited liability partnership at the time of the filing of the certificate with the Department or at any later time specified in the certificate. (c) An amendment to the certificate of limited liability partnership shall be: (1) In writing; and (2) Filed for record with the Department. (d) A certificate or amendment shall be executed by a person authorized by the limited liability partnership to execute such certificate and amendment. (e) Registration of a partnership as a limited liability partnership may be voluntarily withdrawn at any time by filing with the Department a written withdrawal notice executed by one or more partners authorized by the limited liability partnership to execute the withdrawal. (f) The status of a partnership as a limited liability partnership shall not be affected by the admission of one or more partners to the partnership or by the death, retirement, or withdrawal of any partner or any other event causing any partner to be dissociated from the partnership. #### Section 9A-1002 (a) The Department may not accept for record or filing any document of a limited liability partnership that does not conform with law. (b) Any document which purports to be acknowledged may be treated by the Department as properly acknowledged. (c) The Department may not accept for record or filing any certificates, qualification, registration, change of resident agent or principal office, report, service of process or notice, or other document until all required recording, filing, and other fees have been paid to the Department. (d) When the Department accepts for record any certificate or other document, the Department shall: (1) Endorse on the document its acceptance for record and the date and time of acceptance; (2) Record promptly the document; and (3) Send an acknowledgment to the limited liability partnership, its attorney, or its agent stating the date and time that the document was accepted for record. #### Section 9A-1003 The name of each limited liability partnership as set forth in the certificate of limited liability partnership shall comply with the provisions of Title 1, Subtitle 5 of this article. #### Section 9A-1004 The exclusive right to use a specified name for a domestic or foreign limited liability partnership may be reserved as provided in Title 1, Subtitle 5 of this article. #### Section 9A-1005 (a) Limited liability partnerships shall have: (1) A principal office in the State; and (2) A resident agent who shall be: (i) A citizen of this State who resides in the State; (ii) A Maryland corporation; or (iii) A Maryland limited liability company. (b) (1) A limited liability partnership may designate or change its resident agent or principal office by filing for record with the Department a statement signed by an authorized person which authorizes the designation or change. (2) A limited liability partnership may change the address of its resident agent by filing for record with the Department a statement of the change signed by a person authorized by the limited liability partnership to execute such statements. (3) A designation or change of a principal office or resident agent or address of the resident agent for a limited liability partnership under this subsection is effective when the Department accepts the statement for record. (c) (1) A resident agent who changes addresses in this State may notify the Department of the change by filing for record with the Department a statement of the change signed by or on behalf of the resident agent. (2) The statement shall include: (i) The name of the limited liability partnership for which the change is effective; (ii) The old and new addresses of the resident agent; and (iii) The date on which the change is effective. (3) If the old and new addresses of the resident agent are the same as the old and new addresses of the principal office of the limited liability partnership, the statement may include a change of address of the principal office if: (i) The resident agent notifies the limited liability partnership in writing; and (ii) The statement recites that notice has been sent. (4) The change of address of the resident agent or principal office is effective when the Department accepts the statement for record. (d) (1) A resident agent may resign by filing with the Department a counterpart or photocopy of the signed resignation. (2) Unless a later time is specified in the resignation, it is effective: (i) At the time it is filed with the Department, if the limited liability partnership has appointed a successor resident agent; or (ii) 10 days after it is filed with the Department, if the limited liability partnership has not appointed a successor resident agent. #### Section 9A-1006 (a) A limited partnership may register as a limited liability partnership by complying with Sec. 10-805 of this article. (b) The provisions of this title applicable to limited liability partnerships shall apply to a limited partnership which registers as a limited liability partnership; provided, however, that in applying this title to such a limited partnership, all references to partners shall mean general partners. (c) If a limited partnership is a registered limited liability partnership, Sec. 9A-306 of this title applies to its general partners and to any of its limited partners who, under other provisions of this article, are liable for the debts or obligations of the limited partnership. #### Section 9A-1007 (a) (1) Except with respect to a tax collectible locally, immediately after September 30 of each year, the State Comptroller shall certify to the Department a list of every Maryland limited liability partnership that has not paid a tax due before October 1 of the year after the tax became due. (2) When the Comptroller certifies the list to the Department, the Comptroller shall mail to each listed limited liability partnership, at its address as it appears on the Comptroller's records, a notice that its right to do business as a limited liability partnership in Maryland and the right to the use of its name will be forfeited unless all taxes, interest, and penalties due by it are paid. (3) The mailing of the notice is sufficient, and the failure of any limited liability partnership to receive the notice mailed to it does not affect the forfeiture of its right to do business as a limited liability partnership in Maryland and the right to the use of its name. (b) (1) Immediately after September 30 of each year, the Secretary of Commerce shall certify to the Department a list of every Maryland limited liability partnership that has not paid an unemployment insurance contribution or made a reimbursement payment due before October 1 of the year after the contribution or payment became due. (2) When the Secretary certifies the list to the Department, the Secretary shall mail to each listed limited liability partnership, at its address as it appears on the Secretary's records, a notice that its right to do business as a limited liability partnership in Maryland and the right to the use of its name will be forfeited unless all contributions, reimbursement payments, interest, and penalties due by the limited liability partnership are paid. (3) The mailing of the notice is sufficient, and the failure of any limited liability partnership to receive the notice mailed to it does not affect the forfeiture of its right to do business as a limited liability partnership in Maryland and the right to the use of its name. (c) Immediately after September 30 of each year, the Department shall certify a list of every Maryland limited liability partnership that has not filed an annual report with the Department for the prior year as required by law or has not paid a tax before October 1 of the year after the report was required to be filed or the taxes were due. (d) After the lists are certified, the Department shall issue a proclamation declaring that, subject to Sec. 9A-1016 of this subtitle, the right to do business as a limited liability partnership in Maryland and the right to the use of the name for each limited liability partnership is forfeited as of the date of the proclamation, without proceedings of any kind either at law or in equity. #### Section 9A-1008 (a) Within 10 days after the issuance of the proclamation, the Department shall mail notice of the proclamation to each limited liability partnership named in it. The notice shall be addressed to the limited liability partnership at its mailing address on file with the Department or, if none, at any other address appearing on the records of the Department. (b) A limited liability partnership that pays all taxes, unemployment insurance contributions, reimbursement payments, interest, and penalties due, files the annual report due, or both, as the case may be, within 60 days after the issuance of the proclamation shall have its right to do business in Maryland and the right to the use of its name reinstated as of the date of forfeiture. #### Section 9A-1009 (a) If the Department is satisfied that a limited liability partnership named in the proclamation has not failed to pay the tax, unemployment insurance contributions, or reimbursement payments, or file the report under Sec. 9A-1007 of this subtitle, or that it has been mistakenly reported to the Department by the State Comptroller or the Secretary of Commerce, the Department may correct the mistake by filing its proclamation to that effect in its records. (b) The effect of a proclamation correcting a mistake is to restore the right to do business as a limited liability partnership in Maryland and the right to the use of the name of the limited liability partnership as if the right to do business as a limited liability partnership in Maryland and the right to the use of the name had at all times remained in full force and effect. #### Section 9A-1010 This subtitle does not repeal, supersede, or in any manner affect any remedy or provision of law: (1) For the collection of taxes, unemployment insurance contributions, or reimbursement payments and the interest and penalties due on them; or (2) To compel the filing of annual reports. #### Section 9A-1011 The authority to do business in Maryland of any limited liability partnership that is forfeited for nonpayment of taxes, unemployment insurance contributions, or reimbursement payments or failure to file an annual report may be reinstated by filing a certificate of reinstatement with the Department. #### Section 9A-1012 (a) A certificate of reinstatement shall include: (1) The name of the limited liability partnership at the time its right to do business in Maryland was forfeited; (2) The name that the limited liability partnership will use after reinstatement, which shall comply with the provisions of this article with respect to limited liability partnership names; (3) The address of the principal office of the limited liability partnership in this State if different from its principal office in this State at the time the right to do business in Maryland was forfeited; and (4) The name and address of the resident agent of the limited liability partnership. (b) A certificate of reinstatement shall be executed by a person authorized by the limited liability partnership to execute such a certificate. #### Section 9A-1013 The Department may not accept a certificate of reinstatement for record unless: (1) All annual reports required to be filed by the limited liability partnership or which would have been required if the right to do business in Maryland had not been forfeited are filed; and (2) Unemployment insurance contributions, reimbursement payments, all State and local taxes, except taxes on real estate, and all interest and penalties due by the limited liability partnership or which would have become due if the right to do business had not been forfeited are paid, whether or not barred by limitations. #### Section 9A-1014 Except in a proceeding by this State or any of its political subdivisions, the acceptance of a certificate of reinstatement for record by the Department is conclusive evidence of: (1) The payment of all fees, taxes, unemployment insurance contributions, and reimbursement payments required to be paid; (2) The filing of all reports required to be filed; and (3) The reinstatement of the right to do business in Maryland of the limited liability partnership. #### Section 9A-1015 (a) Any person that transacts business in the name or for the account of a limited liability partnership knowing that its right to do business in Maryland has been forfeited and has not been reinstated is guilty of a misdemeanor and on conviction is subject to a fine of not more than $500. (b) A prosecution for violation of the provisions of this section may not be instituted after the date the certificate of reinstatement of the limited liability partnership is filed. #### Section 9A-1016 The forfeiture of the right to do business in Maryland and the right to the use of the name of the limited liability partnership under this title does not: (1) Impair the validity of a contract or act of the limited liability partnership entered into or done either before or after the forfeiture, or prevent the limited liability partnership from defending any action, suit, or proceeding in a court of this State; and (2) Cause a partner of a limited liability partnership to have personal liability for any debts, obligations, or liabilities of or chargeable to the partnership or another partner, except to the extent otherwise provided under Sec. 9A-306 of this title. ### Subtitle 11. Foreign Limited Liability Partnerships #### Section 9A-1101 (a) Before doing any interstate, intrastate, or foreign business in this State, a foreign limited liability partnership shall register with the Department. (b) In order to register, a foreign limited liability partnership shall submit to the Department an application for registration as a foreign limited liability partnership executed by an authorized person and setting forth: (1) The name of the foreign limited liability partnership and, if different, the name under which it proposes to register and do business in this State; (2) The state under whose laws it was formed and the date of its formation; (3) The general character of the business it proposes to transact in this State; (4) The name and address of its resident agent in this State; (5) A statement that the Department is appointed as the resident agent of the foreign limited liability partnership if no resident agent has been appointed under paragraph (4) of this subsection 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; (6) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited liability partnership; and (7) Proof acceptable to the Department of good standing in the jurisdiction where it currently is organized. #### Section 9A-1102 If the Department finds that an application for registration meets the requirements of this subtitle and all required fees have been paid, it shall: (1) Endorse on the application the date and time of its acceptance for record; (2) Record promptly the document; and (3) Send an acknowledgment to the person who filed the application or a representative of the person who filed the application stating the date and time that the document was accepted for record. #### Section 9A-1103 A foreign limited liability 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. #### Section 9A-1104 If any statement in the application for registration of a foreign limited liability partnership is false when made or any arrangements or other facts described have changed making the application inaccurate in any respect, the foreign limited liability partnership shall promptly file with the Department a certificate, executed by an authorized person, correcting the statement. #### Section 9A-1105 (a) A foreign limited liability partnership may cancel its registration by filing with the Department a certificate of cancellation executed by an authorized person. (b) The filing of a certificate of cancellation does not terminate the authority of the Department to accept service of process on the foreign limited liability partnership with respect to causes of action arising out of doing business in this State. #### Section 9A-1106 (a) If a foreign limited liability partnership is doing or has done any intrastate, interstate, or foreign business in this State without complying with the requirements of this subtitle, the foreign limited liability partnership and any person claiming under it may not maintain suit in any court of this State, unless the foreign limited liability partnership shows to the satisfaction of the court that: (1) The foreign limited liability partnership or the person claiming under it has paid the penalty specified in subsection (d)(1) of this section; and (2) (i) The foreign limited liability partnership or a successor to it has complied with the requirements of this subtitle; or (ii) The foreign limited liability partnership and any foreign limited liability partnership successor to it are no longer doing intrastate, interstate, or foreign business in this State. (b) The failure of a foreign limited liability partnership to register in this State does not impair the validity of a contract or act of the foreign limited liability partnership or prevent the foreign limited liability partnership from defending any action, suit, or proceeding in a court of this State. (c) A foreign limited liability 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. (d) (1) (i) If a foreign limited liability partnership does any intrastate, interstate, or foreign business in this State without registering, the Department shall impose a penalty of $200 on the foreign limited liability partnership. (ii) The penalty under this subsection shall be collected and may be reduced or abated under Sec. 14-704 of the Tax - Property Article. (2) Each member of a foreign limited liability partnership that does intrastate, interstate, or foreign business in this State without registering, and each agent of the foreign limited liability 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 of not more than $1,000. #### Section 9A-1107 The Attorney General may bring an action to restrain a foreign limited liability partnership from doing business in this State in violation of this subtitle. #### Section 9A-1108 (a) In addition to any other activities which may not constitute doing business in this State, for the purposes of this subtitle, the following activities of a foreign limited liability partnership do not constitute doing business in this State: (1) Maintaining, defending, or settling an action, suit, claim, dispute, or administrative or arbitration proceeding; (2) Holding meetings of its partners or agents or carrying on other activities that concern its internal affairs; (3) Maintaining bank accounts; (4) Conducting an isolated transaction not in the course of a number of similar transactions; (5) Foreclosing mortgages and deeds of trust on property in this State; (6) 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; (7) Holding, protecting, renting, maintaining, and operating property in this State so acquired; or (8) Selling or transferring title to property in this State so acquired to any person, including the Federal Housing Administration or the Veterans Administration. (b) In addition to any other activities which may constitute doing business in this State, for the purposes of this subtitle any foreign limited liability partnership which owns income producing real or tangible personal property in this State, other than property exempted by subsection (a) of this section, shall be considered to be doing business in this State. #### Section 9A-1109 By doing intrastate, interstate, or foreign business in this State, a foreign limited liability partnership assents to the laws of this State. #### Section 9A-1110 With respect to a cause of action on which a foreign limited liability partnership would not otherwise be subject to suit in this State, compliance with this subtitle: (1) Does not of itself render a foreign limited liability partnership subject to suit in this State; and (2) Is not considered as consent by it to be sued in this State. #### Section 9A-1111 (a) The Department may forfeit the right of any foreign limited liability partnership to do business as a foreign limited liability partnership in this State if the foreign limited liability partnership fails to file with the Department any report or fails to pay any late filing penalties required by law: (1) Within the time required by law; and (2) Thereafter, within 30 days after the Department makes a written demand for the delinquent report or late filing penalties. (b) 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. (c) The demand for a delinquent report or late filing penalties and the notice of forfeiture shall be addressed to the foreign limited liability partnership: (1) At its address on file with the Department; or (2) If it has no address on file with the Department, in care of the Secretary of State, or corresponding official of the place where it was organized or is existing, if known to the Department. (d) On forfeiture of its right to do business in this State, the foreign limited liability 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 as a foreign limited liability partnership. ### Subtitle 12. Conversions of Partnerships #### Section 9A-1201 (a) In this subtitle, "other entity" means: (1) A Maryland corporation incorporated under Title 2 of this article; (2) A foreign corporation, as defined in Sec. 1-101 of this article; (3) A domestic limited liability company, as defined in Sec.?4A-101 of this article; (4) A foreign limited liability company, as defined in Sec.?4A-101 of this article; (5) A limited partnership, including a limited partnership registered as a limited liability limited partnership under Sec.?10-805 of this article; (6) A foreign limited partnership; (7) A business trust, as defined in Sec. 1-101 of this article; or (8) Another form of unincorporated business formed under the laws of this State or the laws of the United States, another state of the United States, a territory, possession, or district of the United States, or a foreign country. (b) Unless the partnership agreement provides otherwise, a partnership organized under the laws of this State may convert to an other entity by: (1) Approving the conversion in accordance with Sec. 9A-1202 of this subtitle; and (2) Filing for record with the Department articles of conversion executed in the manner required by Title 1 of this article. (c) Before a partnership organized under the laws of this State may convert to an other entity in accordance with this subtitle, the partnership shall file or have filed for record with the Department: (1) A statement of authority in accordance with Sec. 9A-303 of this title; or (2) A certificate of limited liability partnership in accordance with Sec.?9A-1001 of this title. (d) An other entity may convert to a partnership organized under the laws of this State by complying with the requirements of Sec.?9A-1202 of this subtitle and filing for record with the Department: (1) Articles of conversion executed by at least two partners; and (2) A statement of partnership authority that complies with Sec.?9A-303 of this title executed in the manner required by Sec. 9A-105(b) of this title or, in the case of the conversion of an other entity to a limited liability partnership, a certificate of limited liability partnership that complies with Sec.?9A-1001 of this title. (e) The statutory conversion provisions of this subtitle do not preclude a partnership from being converted or merged by agreement or by operation of law. #### Section 9A-1202 (a) A partnership organized under the laws of this State shall approve the conversion of the partnership to an other entity by the affirmative vote of all of its partners, or a lesser number or percentage specified for conversion in its partnership agreement. (b) An other entity seeking to convert to a partnership organized under the laws of this State shall: (1) Approve the conversion of the other entity to the partnership in the manner and by the vote required by its governing document and the laws of the place where it is incorporated or organized; and (2) Comply with all other requirements for the formation of a partnership under the laws of this State. (c) (1) A partner of a partnership objecting to a conversion of the partnership has the same rights with respect to the partner's interest in the partnership as a stockholder of a Maryland corporation who objects has with respect to the stockholder's stock under Title 3, Subtitle 2 of this article. (2) The procedures under Title 3, Subtitle 2 of this article shall be applicable to the extent practicable. #### Section 9A-1203 (a) In this section, "facts ascertainable outside the articles of conversion" includes: (1) An action or a determination by any person, including: (i) The partnership or other entity, as applicable; (ii) The partners, members, directors, trustees, officers, or other agents of the partnership or other entity; and (iii) Any other person affiliated with the partnership or other entity; and (2) Any other event. (b) Articles of conversion shall be filed for record with the Department. (c) In a conversion of a partnership organized under the laws of this State to an other entity, the articles of conversion shall set forth: (1) The name of the partnership and the date of filing of its original statement of partnership authority or certificate of limited liability partnership with the Department; (2) The name of the other entity to which the partnership will be converted and the place of incorporation or organization of the other entity; (3) A statement that the conversion has been approved in accordance with the provisions of this subtitle; (4) The manner and basis of converting or exchanging partnership interests in the partnership into shares of stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity, or other consideration, and the treatment of any partnership interests not to be so converted or exchanged, any of which may be made dependent on facts ascertainable outside the articles of conversion; (5) If the other entity is not organized under the laws of this State: (i) The location of the principal office in the place where it is organized; and (ii) The name and address of the resident agent in this State; and (6) Any other provision necessary to effect the conversion. (d) In a conversion of an other entity to a partnership organized under the laws of this State, the articles of conversion shall set forth: (1) The name of the other entity, the date on which the other entity was first created, and the place of incorporation or organization of the other entity; (2) The name of the partnership to which the other entity will be converted; (3) A statement that the conversion has been approved in accordance with the provisions of this subtitle; (4) The manner and basis of converting or exchanging any outstanding shares of stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity into partnership interests in the partnership or other consideration, and the treatment of any outstanding shares of stock, membership interests, partnership interests, beneficial interests, or other ownership interests not to be converted or exchanged, any of which may be made dependent on facts ascertainable outside the articles of conversion; and (5) Any other provision necessary to effect the conversion. (e) The articles of conversion may contain a future effective time for the articles of conversion that is not later than 30 days after the articles of conversion are accepted for record. #### Section 9A-1204 (a) A conversion has the effects provided in this section. (b) (1) This subsection applies on the conversion of a partnership organized under the laws of this State to an other entity. (2) The partnership shall cease to exist as a partnership under the laws of this State and shall continue to exist as the other entity into which the partnership has converted, and the other entity, for all purposes of the laws of this State, shall be deemed to be the same entity as the converting partnership. (3) (i) All the assets of the partnership, including any legacies that it would have been capable of taking, shall vest in and devolve on the other entity without further act or deed and shall be the property of the other entity, and the title to any real property vested by deed or otherwise in the partnership shall not revert or be in any way impaired by reason of a conversion under this subtitle. (ii) The conversion of the partnership to an other entity does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the partnership before the conversion. (iii) Confirmatory deeds, assignments, or similar instruments to evidence the conversion may be executed and delivered at any time in the name of the partnership by its last acting partners, or by the appropriate authorized persons, general partners, officers, trustees, or members of the other entity. (4) (i) The other entity shall be liable for all the debts and obligations of the partnership. (ii) An existing claim, action, or proceeding pending by or against the partnership may be prosecuted to judgment as if the conversion had not taken place, or, on motion of the other entity or any party, the other entity may be substituted as a party, and a judgment against the partnership constitutes a lien on the property of the other entity. (iii) A conversion does not impair the rights of creditors or any liens on the property of the partnership. (5) Subject to the treatment of the ownership interests of the partners of the partnership under the articles of conversion and to the rights of an objecting partner under this subtitle, the ownership interests of the partners of the partnership cease to exist as partnership interests in the converted partnership and continue to exist as ownership interests in the other entity. (6) (i) The conversion of the partnership to an other entity in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the partnership or the personal liability of any person incurred before the completion of the conversion. (ii) Subject to Subtitles 7 and 8 of this title, a partner of the partnership remains liable for all the debts and obligations of the partnership for which the partner was liable before the completion of the conversion. (7) Unless otherwise provided in the articles of conversion, the converting partnership is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion does not constitute dissolution or a transfer of assets or liabilities of the partnership. (8) A person becomes liable for any obligation incurred by the partnership before the completion of the conversion only to the extent provided for by the laws applicable to the other entity. (c) (1) This subsection applies on the conversion of an other entity to a partnership organized under the laws of this State. (2) The partnership, for all purposes of the laws of this State, shall be deemed to be the same entity as the converting other entity. (3) (i) All the assets of the other entity, including any legacies that it would have been capable of taking, vest in and devolve on the partnership without further act or deed and shall be the property of the partnership, and the title to any real property vested by deed or otherwise in the other entity shall not revert or be in any way impaired by reason of a conversion under this subtitle. (ii) The conversion of the other entity to a partnership does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the other entity before the conversion. (iii) Confirmatory deeds, assignments, or similar instruments to evidence the conversion may be executed and delivered at any time in the name of the other entity by the appropriate authorized persons, general partners, officers, trustees, or members of the other entity, or by the partners of the partnership. (4) (i) The partnership shall be liable for all the debts and obligations of the other entity. (ii) An existing claim, action, or proceeding pending by or against the other entity may be prosecuted to judgment as if the conversion had not taken place, or, on motion of the partnership or any party, the partnership may be substituted as a party, and a judgment against the other entity constitutes a lien on the property of the partnership. (iii) A conversion does not impair the rights of creditors or any liens on the property of the other entity. (5) The conversion of an other entity to a partnership in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the other entity or the personal liability of any person incurred before the completion of the conversion. (6) A partner of the partnership after the completion of the conversion is liable for: (i) All obligations of the other entity for which the partner was personally liable before the completion of the conversion; and (ii) Except as provided in Sec. 9A-306(c) of this title, all obligations of the converted partnership incurred after the conversion is completed. (7) Subject to the treatment of the ownership interests of the owners of the other entity under the articles of conversion, the ownership interests of the owners of the other entity cease to exist as ownership interests in the converted other entity and continue to exist as partnership interests in the partnership. #### Section 9A-1205 (a) In a conversion of an other entity to a partnership organized under the laws of this State, the stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity may be exchanged for or converted into any one or more of the following: (1) Partnership interests in the partnership or stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of an other entity, whether or not a party to the conversion; (2) Other tangible or intangible property; (3) Money; and (4) Any other consideration. (b) In a conversion of a partnership organized under the laws of this State to an other entity, partnership interests in the partnership may be exchanged for or converted into any one or more of the following: (1) Stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity to which the partnership is converted or of an other entity, whether or not party to the conversion; (2) Other tangible or intangible property; (3) Money; and (4) Any other consideration. #### Section 9A-1206 (a) The conversion of an other entity to a partnership organized under the laws of this State shall be completed on the later of: (1) The formation of the partnership in accordance with this title or, in the case of the conversion of an other entity to a limited liability partnership organized under the laws of this State, the filing of a certificate of limited liability partnership that complies with Sec. 9A-1001 of this title; or (2) The effectiveness of articles of conversion filed for record with the Department. (b) The conversion of a partnership organized under the laws of this State to an other entity shall be completed on the effectiveness of articles of conversion filed for record with the Department. (c) Articles of conversion shall be effective on the later of: (1) The time the Department accepts the articles of conversion for record; or (2) The future effective time of the articles of conversion as set forth in articles of conversion that have been accepted by the Department for record. (d) (1) (i) Except as provided in subparagraph (ii) of this paragraph, at the time the conversion of an other entity to a partnership formed under the laws of this State is completed: (1) The other entity shall be converted to a partnership organized under the laws of this State; (2) The conversion shall have the effects set forth in Sec. 9A-1204 of this subtitle; and (3) The partnership shall be subject to all of the provisions of this title. (ii) Notwithstanding Sec. 9A-202 of this title, the existence of the partnership as a partnership organized under the laws of this State shall be deemed to have commenced on the date the other entity commenced its existence in the place in which the other entity was first incorporated, created, formed, or otherwise came into being. (2) At the time the conversion of a partnership formed under the laws of this State to an other entity is completed, the conversion shall have the effects set forth in Sec.?9A-1204 of this subtitle. #### Section 9A-1207 (a) Unless the partnership agreement or the articles of conversion provide otherwise, a proposed conversion of a partnership organized under the laws of this State to an other entity may be abandoned before the effective time of the articles of conversion by the affirmative vote of all of the partners of the partnership, or any lesser number or percentage specified for the approval of a conversion in its partnership agreement. (b) Unless the articles of conversion provide otherwise, a proposed conversion of an other entity to a partnership organized under the laws of this State may be abandoned before the effective time of the articles of conversion in the manner and by the vote required by the governing document of the other entity and the laws of the place in which it is incorporated or organized or, if no manner and vote is specified, in the manner and by the vote required to approve the conversion under Sec. 9A-1202 of this subtitle. (c) If the articles of conversion have been filed with the Department, notice of the abandonment shall be given promptly to the Department. (d) (1) If the proposed conversion is abandoned as provided in this section, no legal liability arises under the articles of conversion. (2) Abandonment of a conversion under this subsection does not prejudice the rights of any person under any other contract made by a party to the proposed conversion in connection with the proposed conversion. ### Subtitle 13. Miscellaneous Provisions #### Section 9A-1301 This title shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this title among states enacting it. #### Section 9A-1302 This title may be cited as the Maryland Revised Uniform Partnership Act. #### Section 9A-1303 If any provision of this title or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this title which can be given effect without the invalid provision or application, and to this end the provisions of this title are severable. #### Section 9A-1304 (a) Before January 1, 2003, this title governs only a partnership formed: (1) On or after July 1, 1998, unless that partnership is continuing the business of a dissolved partnership under Sec. 9A-601 of this title; or (2) Before July 1, 1998, that elects, as provided by subsection (c) of this section, to be governed by this title. (b) After December 31, 2002, this title governs all partnerships. (c) Before January 1, 2003, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this title. With respect to liabilities of the partnership arising after such election, the provisions of this title relating to the liability of the partnership's partners to third parties, other than those provisions dealing with registered limited liability partnerships, apply to limit those partners' liability to a third party who had done business with the partnership within 1 year prior to the partnership's election to be governed by this title, only if the third party knows or has received a notification of the partnership's election to be governed by this title before the liability is incurred. #### Section 9A-1305 This title does not affect an action or proceeding commenced or right accrued before this title takes effect. --- Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)