MARVIN MANDEL, Governor

1947

PARTNERSHIP WITHOUT ACTUAL KNOWLEDGE THAT HE IS NOT A
GENERAL PARTNER.

REVISOR'S NOTE: This section presently appears as
Art. 73,§§6, 7, and 5(2). The provisions of
these subsections are consolidated for the
purpose of better organization.

In subsection (a) of this section, the word
"the" is substituted for the word "such."

Cross—references are conformed.

The only other changes are technical changes
in punctuation.

Subsection (b)(1) of this section provides
that a United partner shall not become liable
as a general partner unless he takes part in
the control of the business. Maryland,
however, does not define "take part in the
control." The Delaware Limited Partnership
Law, a statute that is unique to Delaware and
not a uniform statute, substitutes "conducts
or transacts" for "takes part in the control."
See, also, 82 Harv. L. Rev. 1471 (1967) and 26
Rich. L. Rev. 290 (1928).

10-107. ADMISSION OF ADDITIONAL LIMITED PARTNERS.

AFTER THE FORMATION OF A LIMITED PARTNERSHIP,
ADDITIONAL LIMITED PARTNERS MAI BE ADMITTED UPON FILING
AN AMENDMENT TO THE ORIGINAL CERTIFICATE IN ACCORDANCE
WITH THE REQUIREMENTS OF §10-124 OF THIS TITLE.

REVISOR'S NOTE: This section presently appears as
Art. 73, §8. A cross—reference is conformed.

No other changes are made.

10-108. RIGHTS, POWERS, AND LIABILITIES OF A GENERAL
PARTNER.

A GENERAL PARTNER SHALL HAVE ALL THE RIGHTS AND
POWERS AND BE SUBJECT TO 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:

(1) DO ANY ACT IN CONTRAVENTION OF THE CERTIFICATE;

(2) DO ANY ACT WHICH WOULD MAKE IT IMPOSSIBLE TO