HARRY HUGHES, Governor

3031

This section changes § 10-106(a) of the previous
Limited Partnership Act (§ 6 of the prior uniform law) by
providing explicitly for the liability of persons who sign a
certificate as agent under a power of attorney and by
confining the obligation to amend a certificate in light of
future events to general partners. Subsection (b) provides
a "safe harbor" against claims of creditors or others who
assert that they have been misled by the failure to amend
the certificate when required; if the certificate is amended
within 30 days of when an amendment is required, no creditor
or other person can recover for damages sustained during the
interim. Additional protection is afforded by the
provisions of § 10-304 below. § 208 of the new uniform law,
which states that the filing of a certificate is
constructive notice only of the limited liability of the
limited partners and not of any other fact, has been
omitted.

SUBTITLE 3. LIMITED PARTNERS

10-301. ADMISSION OF ADDITIONAL LIMITED PARTNERS.

(A)  CONDITIONS FOR ADMISSION. AFTER THE FILING OF THE
INITIAL CERTIFICATE, A PERSON MAY BE ADMITTED AS AN
ADDITIONAL LIMITED PARTNER:

(1)  IN THE CASE OF A PERSON ACQUIRING A
PARTNERSHIP INTEREST DIRECTLY FROM THE LIMITED PARTNERSHIP:

(I)  ON COMPLIANCE WITH THE PARTNERSHIP
AGREEMENT; OR

(II)  WITH THE CONSENT OF ALL PARTNERS; AND

(2)  IN THE CASE OF AN ASSIGNEE OF A PARTNERSHIP
INTEREST OF A PARTNER WHO HAS THE POWER, UNDER § 10-703 OF
THIS TITLE, TO GRANT THE ASSIGNEE THE RIGHT TO BECOME A
LIMITED PARTNER, UPON THE EXERCISE OF THAT POWER AND
COMPLIANCE WITH ANY CONDITIONS LIMITING THE GRANT OR
EXERCISE OF THE POWER.

(B)  EFFECTIVENESS OF ADMISSION. IN EACH CASE UNDER
SUBSECTION (A) OF THIS SECTION, THE PERSON ACQUIRING THE
PARTNERSHIP INTEREST BECOMES A LIMITED PARTNER WHEN THE
CERTIFICATE IS AMENDED TO REFLECT THAT FACT.

COMMENT

Paragraph (1) of subsection (a) adds to § 10-107 of the
previous Limited Partnership Act (§ 8 of the prior uniform
law) an explicit recognition of the fact that the unanimous
consent of all partners is required for admission of new
limited partners unless the partnership agreement provides
otherwise. Paragraph (2) is derived from § 10-118(d) of the
previous Limited Partnership Act (§ 19 of the prior uniform
law) but abandons the former terminology of "substituted
limited partner". Subsection (b) is derived from §§ 10-107
and 10-118(e) of the previous Limited Partnership Act.