Title 9A. Maryland Revised Uniform Partnership Act — Subtitle 1. General Provisions

In this title the following words have the meanings indicated.

“Business” includes every trade, occupation, and profession.

“Debtor in bankruptcy” means a person who is the subject of:

“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.

“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.

“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.

“Limited liability partnership” means a partnership that:

“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.

“Partnership” means an association of two or more persons to carry on as co–owners a business for profit formed under § 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.

“Partnership agreement” means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.

“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.

“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.

“Property” means all property, real, personal, or mixed, tangible or intangible, or any interest therein.

“Real estate investment trust” means a Maryland real estate investment trust as defined in § 8–101 of this article.

“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.

“Statement” means a statement of partnership authority under § 9A–303 of this title, a statement of denial under § 9A–304 of this title, a statement of dissociation under § 9A–704 of this title, a statement of dissolution under § 9A–805 of this title, or an amendment or cancellation of any of the foregoing.

“Statutory trust” means a Maryland statutory trust as defined in § 12–101 of this article.

“Transfer” includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.

A person knows a fact if the person has actual knowledge of it.

A person has notice of a fact if the person:

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.

A person receives a notification when the notification:

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.

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.

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.

The partnership agreement may not:

Unless displaced by particular provisions of this title, the principles of law and equity supplement this title.

If an obligation to pay interest arises under this title and the rate is not specified, the rate is that specified in § 11-107(a) of the Courts Article.

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.

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.

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.

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.

The Department may collect a fee for filing or providing a certified copy of a statement.

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.

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.

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.

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.

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.

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.