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LAWS OF MARYLAND

Ch. 801

(II) THE DATE AND TIME OF THE ACCEPTANCE
FOR RECORD.

(C) DUTIES OF THE CLERK OF THE COURT. THE CLERK OF
THE COURT WHO RECEIVES THE DOCUMENT SHALL RECORD IT WITH THE
PARTNERSHIP RECORDS OF THE COURT AND RETURN THE DOCUMENT TO
THE PARTNERSHIP, ITS ATTORNEY, OR ITS AGENT.

COMMENT

This section is new and replaces references in §§
10-102 and 10-124(e) of the previous Limited Partnership Act
to filings "with the office of the clerk of the court". In
addition to providing mechanics for the central filing
system, the second sentence of subsection (a) does away with
the requirement, formerly imposed by some local filing
officers, that persons who have executed certificates under
a power of attorney exhibit executed copies of the power of
attorney itself. Subsection (b) conforms the recordation
requirements to the recordation requirements for Maryland
corporations contained in § 1-202 of this article. Section
209 of the Revised Uniform Limited Partnership Act, which
would have required delivery of certificates to limited
partners, has been omitted.

10-207. LIABILITY FOR FALSE STATEMENT IN CERTIFICATE.

(A)  RELIANCE ON FALSE STATEMENT. IF ANY CERTIFICATE
CONTAINS A FALSE STATEMENT, ONE WHO SUFFERS LOSS BY RELIANCE
ON THE STATEMENT MAY RECOVER DAMAGES FOR THE LOSS FROM:

(1)  ANY PERSON WHO EXECUTES THE CERTIFICATE, OR
CAUSES ANOTHER TO EXECUTE IT ON THAT PERSON'S BEHALF, AND
KNEW, AND ANY GENERAL PARTNER WHO KNEW OR SHOULD HAVE KNOWN,
THE STATEMENT TO BE FALSE AT THE TIME THE CERTIFICATE WAS
EXECUTED; AND

(2)  ANY GENERAL PARTNER WHO THEREAFTER KNOWS OR
SHOULD HAVE KNOWN THAT ANY ARRANGEMENT OR OTHER FACT
DESCRIBED IN THE CERTIFICATE HAS CHANGED, MAKING THE
STATEMENT INACCURATE IN ANY MATERIAL RESPECT, IF THAT
GENERAL PARTNER HAD SUFFICIENT TIME TO AMEND OR CANCEL THE
CERTIFICATE OR TO FILE A PETITION UNDER § 10-205 BEFORE THE
STATEMENT WAS RELIED UPON.

(B)  NO LIABILITY IF TIMELY CORRECTION. A PERSON IS
NOT LIABLE FOR FAILING TO CAUSE THE AMENDMENT OR
CANCELLATION OF A CERTIFICATE OR FAILING TO FILE A PETITION
UNDER § 10-205 PURSUANT TO SUBSECTION (A) OF THIS SECTION IF
THE CERTIFICATE OF AMENDMENT, CERTIFICATE OF CANCELLATION,
OR PETITION IS FILED WITHIN 30 DAYS OF WHEN THAT PERSON KNEW
OR SHOULD HAVE KNOWN THAT THE STATEMENT IN THE CERTIFICATE
WAS INACCURATE IN ANY MATERIAL RESPECT.

COMMENT