§ 10-1105. Filing certificate required by § 10-1104

   (a) Definitions. -- In this section, "limited partnership" means a limited partnership that:

   (1) Was formed under the Maryland Uniform Limited Partnership Act before July 1, 1982; and

   (2) Did not exercise the election authorized by § 10-1104(4) of this subtitle before July 1, 1985.

(b) When required. --

   (1) As provided in § 10-1104(2) of this subtitle, a limited partnership shall be governed by the Maryland Revised Uniform Limited Partnership Act as of July 1, 1985. However, except as provided in paragraph (2) of this subsection, a limited partnership is not required to file with the Department a certificate that would cause its certificate of limited partnership to comply with this title until the occurrence of an event which requires the filing of a certificate of amendment under § 10-202(b) of this title at which time the limited partnership shall:

      (i) File with the Department a certificate setting forth the information required by § 10-201(a) of this title; and

      (ii) Pay the penalty specified in subsection (e) of this section.

   (2) A limited partnership or a person claiming under the limited partnership may not convey or accept title to real or personal property or maintain a suit in any court of the State unless it shows to the satisfaction of the court that the limited partnership has:

      (i) Filed with the Department a certificate setting forth the information required by § 10-201(a) of this title; and

      (ii) Paid the penalty under subsection (e) of this section.

(c) Failure to file certificate. -- The failure of a limited partnership to file with the Department a certificate setting forth the information required by § 10-201(a) of this title does not of itself:

   (1) Impair the validity of any contract or act of the limited partnership or prevent the limited partnership from defending any action, suit, or proceeding;

   (2) Impose or permit the imposition of liability on a limited partner of the limited partnership as a general partner of the limited partnership; or

   (3) Cause the limited partnership to dissolve or have its existence otherwise affected.

(d) Failure to file certificate -- Resident agent and principal office. -- Until a limited partnership files with the Department a certificate setting forth the information required by § 10-201(a) of this title:

   (1) The limited partnership appoints the Department as its resident agent; and

   (2) The principal office of the limited partnership is the principal place of business in this State of the limited partnership.

(e) Penalty. --

   (1) When a limited partnership files with the Department a certificate setting forth the information required by § 10-201(a) of this title, the Department shall impose a penalty of $ 200 on the limited partnership.

   (2) The penalty under this subsection shall be collected and may be reduced or abated under the procedures of § 14-704 of the Tax - Property Article that relate to the penalty for failure to file reports with the Department.

HISTORY: 1986, ch. 9; 2007, ch. 5, § 7.