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HARRY HUGHES, Governor
3047
A LIMITED PARTNERSHIP IS DISSOLVED AND ITS AFFAIRS
SHALL BE WOUND UP ON THE FIRST TO OCCUR OF THE FOLLOWING:
(1) AT THE TIME OR ON THE HAPPENING OF EVENTS
SPECIFIED IN THE CERTIFICATE;
(2) A CONSENT TO DISSOLUTION BY ALL PARTNERS;
(3) AN EVENT OF WITHDRAWAL OF A GENERAL PARTNER
UNLESS:
(I) AT THE TIME THERE IS AT LEAST ONE
OTHER GENERAL PARTNER AND THE BUSINESS IS CONTINUED BY A
REMAINING GENERAL PARTNER UNDER A RIGHT TO DO SO STATED IN
THE CERTIFICATE; OR
(II) IF, WITHIN 90 DAYS AFTER THE
WITHDRAWAL, ALL PARTNERS AGREE IN WRITING TO CONTINUE THE
BUSINESS OF THE LIMITED PARTNERSHIP AND TO THE APPOINTMENT,
EFFECTIVE AS OF THE DATE OF WITHDRAWAL, OF ONE OR MORE
ADDITIONAL GENERAL PARTNERS IF NECESSARY OR DESIRED; OR
(4) THE ENTRY OF A DECREE OF JUDICIAL
DISSOLUTION UNDER § 10-802 OF THIS SUBTITLE.
COMMENT
This section merely collects in one place all of the
events causing dissolution. Paragraph (3) is derived from
§§ 10-108(7), 10-119, and 10-120 of the previous Limited
Partnership Act (§§ 9(l)(g) and 20 of the prior uniform
law), but adds the 90-day grace period.
10-802. JUDICIAL DISSOLUTION.
ON APPLICATION BY OR FOR A PARTNER, THE CIRCUIT COURT
OF THE COUNTY IN WHICH THE PRINCIPAL OFFICE OF THE LIMITED
PARTNERSHIP IS LOCATED MAY DECREE DISSOLUTION OF A LIMITED
PARTNERSHIP WHENEVER IT IS NOT REASONABLY PRACTICABLE TO
CARRY ON THE BUSINESS IN CONFORMITY WITH THE PARTNERSHIP
AGREEMENT.
COMMENT
This section is new and is derived from § 9-603(a)(4)
of this article, which is part of the Maryland Uniform
Partnership Act. It is not intended to modify existing law.
§ 10-109(a)(3) of the previous Limited Partnership Act (§ 10
of the prior uniform law) also granted this right.
10-803. WINDING UP.
UNLESS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT,
THE GENERAL PARTNERS WHO HAVE NOT WRONGFULLY DISSOLVED A
LIMITED PARTNERSHIP OR, IF NONE, THE LIMITED PARTNERS, MAY
WIND UP THE LIMITED PARTNERSHIP'S AFFAIRS; BUT THE CIRCUIT
COURT OF THE COUNTY IN WHICH THE PRINCIPAL OFFICE OF THE
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