PARTNERSHIPS—LIMITED 2755

An. Code, 1924, sec. 4. 1912, sec. 4. 1918, ch. 280, sec. 4.

4. (Character of Limited Partner's Contribution.) The contribu-
tions of a limited partner may be cash or other property, but not services.¹

A limited partnership is not converted into a general one by fact that its principal
office is out of the state, whereas certificate declares that its principal place of business
in Maryland is located in Baltimore City. Safe Deposit Co. v. Cahn, 102 Md. 545.

See notes to secs. 2 and 9.

An. Code, 1924, sec. 5. 1912, sec. 5. 1918, ch. 280, sec. 5.

5. (A Name Not To Contain Surname of Limited Partner; Excep-
tion.) (1) The surname of a limited partner shall not appear in the part-
nership name, unless

(a) It is also the surname of a general partner, or

(b) Prior to the time when the limited partner became such the busi-
ness had been carried on under a name in which his surname appeared.

(2) A limited partner whose name appears in a partnership name
contrary to the provisions of paragraph (1) is liable as a general part-
ner to partnership creditors who extend credit to the partnership with-
out actual knowledge that he is not a general partner.
See notes to sec. 2.

An. Code, 1924, sec. 6. 1912, sec. 6. 1918, ch. 280, sec. 6.

6. (Liability for False Statements in Certificate.) If the certificate
contains a false statement, one who suffers loss by reliance on such state-
ment may hold liable any party to the certificate who knew the statement
to be false

(a) At the time he signed the certificate, or

(b) Subsequently, but within a sufficient time before the statement was
relied upon to enable him to cancel or amend the certificate, or to file a
petition for its cancellation or amendment as provided in Section 25 (3).
See notes to sec. 2.

An. Code, 1924, sec. 7. 1912, sec. 7. 1918, ch. 280, sec. 7.

7. (Limited Partner Not Liable to Creditors.) A limited partner
shall not become liable as a general partner unless, in addition to the
exercise of his rights and powers as a limited partner, he takes part in
the control of the business.
See notes to sec. 2.

An. Code, 1924, sec. 8. 1912, sec. 8. 1918, ch. 280, sec. 8.

8. (Admission of Additional Limited Partners.) After the forma-
tion of a limited partnership, additional limited partners may be admitted
upon filing an amendment to the original certificate in accordance with
the requirements of Section 25.

An. Code, 1924, sec. 9. 1912, sec. 9. 1918, ch. 280, sec. 9.

9. (Rights, Powers and Liabilities of a General Partner.) (1) A
general partner shall have all the rights and powers and be subject to

1 The entire "Limited Partnerships" article was repealed and re-enacted by the act
of 1918, ch. 280. The annotations in vol. 2 of the Code of 1912 refer to the sections of
this article as they stood prior to the act of 1918, but are reproduced under the corre-
spondingly numbered sections of the new article in the hope that they may be of some
use.

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