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3048 LAWS OF MARYLAND Ch. 801
LIMITED PARTNERSHIP IS LOCATED, ON CAUSE SHOWN, MAY WIND UP
THE LIMITED PARTNERSHIP'S AFFAIRS ON APPLICATION OF ANY
PARTNER OR ASSIGNEE.
COMMENT
This section is new and is derived in part from § 9-608
of this article, which is part of the Maryland Uniform
Partnership Act, as well as from previous § 10-109(a)(3) as
noted in the Comment to § 10-802 of this title.
10-804. DISTRIBUTION OF ASSETS.
UPON THE WINDING UP OF A LIMITED PARTNERSHIP, THE
ASSETS SHALL BE DISTRIBUTED AS FOLLOWS:
(1) TO CREDITORS, INCLUDING PARTNERS WHO ARE
CREDITORS, TO THE EXTENT PERMITTED BY LAW, IN SATISFACTION
OF LIABILITIES OF THE LIMITED PARTNERSHIP OTHER THAN
LIABILITIES FOR DISTRIBUTIONS TO PARTNERS UNDER § 10-601 OR
§ 10-604 OF THIS TITLE;
(2) UNLESS OTHERWISE PROVIDED IN THE PARTNERSHIP
AGREEMENT, TO PARTNERS AND FORMER PARTNERS IN SATISFACTION
OF LIABILITIES FOR DISTRIBUTIONS UNDER § 10-601 OR § 10-604
OF THIS TITLE; AND
(3) UNLESS OTHERWISE PROVIDED IN THE PARTNERSHIP
AGREEMENT, TO PARTNERS FIRST FOR THE RETURN OF THEIR
CONTRIBUTIONS AND SECOND RESPECTING THEIR PARTNERSHIP
INTERESTS, IN THE PROPORTIONS IN WHICH THE PARTNERS SHARE IN
DISTRIBUTIONS.
COMMENT
This section revises § 10-122 of the previous Limited
Partnership Act (§ 23 of the prior uniform law), by
providing that (1) to the extent partners are also
creditors, other than in respect to their interests in the
partnership, they share with other creditors, (2) once the
partnership's obligation to make a distribution accrues, it
must be paid before any other distributions of an "equity
nature" are made, and (3) general and limited partners rank
on the same level except as otherwise provided in the
partnership agreement.
SUBTITLE 9. FOREIGN LIMITED PARTNERSHIPS
10-901. LAW GOVERNING.
(A) LAW OF ORGANIZATIONAL STATE. SUBJECT TO THE
CONSTITUTION OF THIS STATE:
(1) THE LAWS OF THE STATE OR COUNTRY UNDER WHICH
A FOREIGN LIMITED PARTNERSHIP IS ORGANIZED GOVERN ITS
ORGANIZATION AND INTERNAL AFFAIRS AND THE LIABILITY OF ITS
LIMITED PARTNERS; AND
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