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The Annotated Code of the Public General Laws of Maryland, 1939
Volume 379, Page 2756   View pdf image (33K)
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2756 ARTICLE 73

all the restrictions and liabilities of a partner in a partnership without
limited partners, except that without the written consent or ratification
of the specific act by all the limited partners, a general partner or all of
the general partners have no authority to

(a) Do any act in contravention of the certificate,

(b) Do any act which would make it impossible to carry on the ordi-
nary business of the partnership,

(c) Confess a judgment against the partnership,

(d) Possess partnership property, or assign their rights in specific part-
nership property, for other than a partnership purpose,

(e) Admit a person as a general partner,

(f) Admit a person as a limited partner, unless the right so to do is
given in the certificate,

(g) C.ontinue the business with partnership property on the death, re-
tirement or insanity of a general partner, unless the right so to do is given
in the certificate.

Increase in special partner's contribution from $5,000 to $10,000 makes the partner-
ship in legal contemplation a new one, and not a renewal of old one. Lineweaver v.
Slagle, 64 Md. 481.

An. Code, 1924, sec. 10. 1912, sec. 10. 1918, ch. 280, sec. 10.

10. (Rights of a Limited Partner.) (1) A limited partner shall have
the same rights as a general partner to

(a.) Have the partnership books kept at the principal place of business
of the partnership, and at all times to inspect and copy any of them.

(b) Have on demand true and full information of all things affecting
the partnership, and a formal account of partnership affairs whenever cir-
cumstances render it just and reasonable, and

(c) Have dissolution and winding up by decree of court.

(2) A limited partner shall have the right to receive a share of the
profits or other compensation by way of income, and to the return of his
contribution as provided in Sections 15 and 16.
See note to sec. 9.

An. Code, 1924, sec. 11. 1912, sec. 11. 1918, ch. 280, sec. 11.

11. (Status of Person Erroneously Believing Himself a Limited
Partner.) A person who has contributed to the capital of a business
conducted by a person or partnership erroneously believing that he has
become a limited partner in a limited partnership, is not, by reason of his
exercise of the rights of a limited partner, a general partner with the
person or in the partnership carrying on the business, or bound by the
obligations of such person or partnership; provided that on ascertain-
ing the mistake he promptly renounces his interest in the profits of the
business, or other compensation by way of income.
See sec. 19 and notes.

An. Code, 1924, sec. 12. 1912, sec. 12. 1918, ch. 280, sec. 12.

12. (One Person Both General and Limited Partner.) (1) A person
may be a general partner and a limited partner in the same partnership
at the same time.

(2) A person who is a general, and also at the same time a limited part-
ner, shall have all the rights and powers and be subject to all the restric-
tions of a general partner; except that, in respect to his contribution, he
shall have the rights against the other members which he would have had
if he were not also a general partner.


 

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The Annotated Code of the Public General Laws of Maryland, 1939
Volume 379, Page 2756   View pdf image (33K)
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