3024

LAWS OF MARYLAND

Ch. 801

EXCEPT AS PROVIDED IN THE PARTNERSHIP AGREEMENT, A
PARTNER MAY LEND MONEY TO AND TRANSACT OTHER BUSINESS WITH
THE LIMITED PARTNERSHIP AND SUBJECT TO OTHER APPLICABLE LAW
HAS THE SAME RIGHTS AND OBLIGATIONS WITH RESPECT THERETO AS
A PERSON WHO, IS NOT A PARTNER.

COMMENT

§ 10-107 makes a number of important changes in §
10-112 of the previous Limited Partnership Act (§ 13 of the
prior uniform law). Those sections, in effect, created a
special fraudulent conveyance provision applicable to the
making of secured loans by limited partners and the
repayment by limited partnerships of loans from limited
partners. On several occasions, the courts have been
required to interpret the intent of those sections and
clarify their ambiguities. § 10-107 eliminates the
provisions of those sections relating to fraudulent
conveyances leaving that area of the law to the Maryland
Uniform Fraudulent Conveyance Act found at § 15-201, et
seq., of the Commercial Law Article, which specifically
covers the conveyance of partnership property. In addition,
§ 10-107 is expanded to cover both limited and general
partners and eliminates the prohibition in those former
sections against a general partner (as opposed to a limited
partner) sharing pro rata with general creditors in the
assets of the limited partnership in the case of an
unsecured loan. Of course, other doctrines developed under
bankruptcy and insolvency laws may require the subordination
of loans by partners under appropriate circumstances.

10-108. APPLICABILITY OF TITLE 9.

THE PROVISIONS OF TITLE 9 OF THIS ARTICLE WITH RESPECT
TO PARTNERSHIPS SHALL APPLY TO LIMITED PARTNERSHIPS EXCEPT
TO THE EXTENT THAT THOSE PROVISIONS ARE INCONSISTENT WITH OR
ARE MODIFIED BY THE PROVISIONS OF THIS TITLE.

COMMENT

This section is consistent with § 9-101(f) of the
Maryland Uniform Partnership Act and is nearly identical to
§ 1105 of the Revised Uniform Limited Partnership Act.

SUBTITLE 2. FORMATION: CERTIFICATE OF LIMITED
PARTNERSHIP

10-201. CERTIFICATE OF LIMITED PARTNERSHIP.

(A) CONTENTS. IN ORDER TO FORM A LIMITED PARTNERSHIP
TWO OR MORE PERSONS MUST EXECUTE A CERTIFICATE. THE
CERTIFICATE SHALL BE FILED WITH THE DEPARTMENT AND SET
FORTH:

(1)  THE NAME OF THE LIMITED PARTNERSHIP;

(2)  THE PURPOSES FOR WHICH THE PARTNERSHIP IS
FORMED;