HARRY HUGHES, Governor

3029

10-205. AMENDMENT OR CANCELLATION BY JUDICIAL ACT.

IF A PERSON REQUIRED BY § 10-204 OF THIS SUBTITLE TO
EXECUTE A CERTIFICATE OF AMENDMENT OR CANCELLATION FAILS OR
REFUSES TO DO SO, ANY OTHER PARTNER, AND ANY ASSIGNEE OF A
PARTNERSHIP INTEREST, WHO IS ADVERSELY AFFECTED BY THE
FAILURE OR REFUSAL, MAY PETITION THE CIRCUIT COURT FOR THE
JURISDICTION WHERE THE PRINCIPAL OFFICE OF THE PARTNERSHIP
IS LOCATED TO DIRECT THE AMENDMENT OR CANCELLATION. IF THE
COURT FINDS THAT THE AMENDMENT OR CANCELLATION IS PROPER AND
THAT ANY PERSON SO DESIGNATED HAS FAILED OR REFUSED TO
EXECUTE THE CERTIFICATE, THE COURT SHALL ORDER THE
DEPARTMENT TO RECORD AN APPROPRIATE CERTIFICATE OF AMENDMENT
OR CANCELLATION.

COMMENT

This section changes § 10-124(c) and (d) of the
previous Limited Partnership Act (subdivisions (3) and (4)
respectively of § 25 of the prior uniform law) by confining
the persons who have standing to seek judicial intervention
to partners and to those assignees who are adversely
affected by the failure or refusal of the appropriate
persons to file a certificate of amendment or cancellation.

10-206. FILING WITH THE DEPARTMENT.

(A)  IN GENERAL. AN EXECUTED COPY OF EACH CERTIFICATE
REQUIRED BY THIS SUBTITLE (OR OF ANY JUDICIAL DECREE OF
AMENDMENT OR CANCELLATION) SHALL BE FILED WITH THE
DEPARTMENT. HOWEVER, THE DEPARTMENT MAY NOT ACCEPT FOR
RECORD ANY CERTIFICATE OR DECREE THAT DOES NOT MEET THE
REQUIREMENTS OF THIS TITLE. A PERSON WHO EXECUTES A
CERTIFICATE AS AN AGENT OR FIDUCIARY NEED NOT EXHIBIT
EVIDENCE OF THAT PERSON'S AUTHORITY AS A PREREQUISITE TO
FILING. THE DEPARTMENT MAY NOT ACCEPT FOR RECORD OR FILING
ANY CERTIFICATE, DECREE, QUALIFICATION, REGISTRATION, CHANGE
OF RESIDENT AGENT OR PRINCIPAL OFFICE, REPORT, SERVICE OF
PROCESS OR NOTICE, OR OTHER DOCUMENT UNTIL ALL REQUIRED FEES
HAVE BEEN PAID TO THE DEPARTMENT.

(B)  DUTIES OF THE DEPARTMENT. WHEN THE DEPARTMENT
ACCEPTS FOR RECORD ANY CERTIFICATE, THE DEPARTMENT SHALL:

(1)  ENDORSE ON THE DOCUMENT THE DATE AND TIME OF
ITS ACCEPTANCE FOR RECORD;

(2)  RECORD PROMPTLY THE DOCUMENT;

(3)  TRANSMIT THE RECORDED DOCUMENT TO THE CLERK
OF THE COURT OF THE COUNTY IN WHICH THE PRINCIPAL OFFICE OF
THE PARTNERSHIP IS LOCATED; AND

(4)  ISSUE A CERTIFICATE WHICH STATES:

(I) THAT THE DOCUMENT WAS ACCEPTED FOR
RECORD BY THE DEPARTMENT; AND