3026

LAWS OF MARYLAND

Ch. 801

The matters required to be set forth in the certificate
are not different in kind from those required by § 10-102 of
the previous Limited Partnership Act (§ 2 of the prior
uniform law), although certain additions and deletions have
been made and the description has been revised to conform
with the rest of the title. In general, the certificate is
intended to serve two functions: first, to place creditors
on notice of the facts concerning the capital of the
partnership and the rules regarding additional contributions
to and withdrawals from the partnership; second, to serve as
an organizational document specifying certain basic
information concerning the partnership. It should be noted
that the concept of consideration is broader here than the
one describing consideration for the issuance of stock. §
10-201(b), based on § 10-102(b) of the previous Limited
Partnership Act, has been retained to make it clear that the
existence of the limited partnership depends only upon
compliance with this section, and not upon compliance with
other provisions of this title.

10-202. AMENDMENT TO CERTIFICATE.

(A)  CONTENTS. A CERTIFICATE IS AMENDED BY FILING A
CERTIFICATE OF AMENDMENT WITH THE DEPARTMENT. THE
CERTIFICATE OF AMENDMENT SHALL SET FORTH:

(1)  THE NAME OF THE LIMITED PARTNERSHIP; AND

(2)  THE AMENDMENT TO THE CERTIFICATE.

(B)  NECESSITY FOR AMENDMENT. (1) A GENERAL PARTNER
WHO BECOMES AWARE THAT ANY STATEMENT IN A CERTIFICATE WAS
FALSE WHEN MADE OR THAT ANY ARRANGEMENTS OR OTHER FACTS
DESCRIBED HAVE CHANGED, MAKING THE CERTIFICATE INACCURATE IN
ANY MATERIAL RESPECT, SHALL PROMPTLY AMEND THE CERTIFICATE,
BUT AN AMENDMENT TO SHOW A CHANGE OF ADDRESS OF A LIMITED
PARTNER NEED BE FILED ONLY ONCE EVERY 12 MONTHS;

(2) A CERTIFICATE MAY BE AMENDED AT ANY TIME FOR
ANY OTHER PROPER PURPOSE.

(C)  EFFECTIVENESS. UNLESS OTHERWISE PROVIDED IN THIS
TITLE OR IN THE CERTIFICATE, A CERTIFICATE OF AMENDMENT (OR
JUDICIAL DECREE OF AMENDMENT) SHALL BE EFFECTIVE WHEN
ACCEPTED FOR FILING BY THE DEPARTMENT.

COMMENT

This section makes a significant change in § 10-123(b)
of the previous Limited Partnership Act (§ 24 of the prior
uniform law) by omitting the list of specific events which
require an amendment to the certificate but stating in
subsection (b) that the certificate is intended to be an
accurate description of the facts to which it relates at all
times and does not speak merely as of the date it was
executed. (Note, however, that previous § 10-123(b)(7),