WILLIAM DONALD SCHAEFER, Governor                            Ch. 494

(II) IF any, but not all, of the partners are insolvent, or, not being
subject to process, refuse to contribute, the other partners shall contribute their share of
the liabilities, and, in the relative proportions in which they share the profits, the
additional amount necessary to pay the liabilities.

9-703.

(A)     A PARTNERSHIP, INCLUDING A LIMITED LIABILITY PARTNERSHIP,
FORMED AND EXISTING UNDER THIS ACT, MAY CONDUCT ITS BUSINESS, CARRY ON
ITS OPERATIONS, AND HAVE AND EXERCISE THE POWERS GRANTED BY THIS ACT IN
ANY STATE, TERRITORY, DISTRICT, OR POSSESSION OF THE UNITED STATES OR IN
ANY FOREIGN COUNTRY.

(B)      IT IS THE INTENT OF THE LEGISLATURE THAT THE LEGAL EXISTENCE OF
LIMITED LIABILITY PARTNERSHIPS FORMED AND EXISTING UNDER THIS ACT BE
RECOGNIZED OUTSIDE THE BOUNDARIES OF THIS STATE AND THAT THE LAWS OF
THIS STATE GOVERNING SUCH LIMITED LIABILITY PARTNERSHIPS TRANSACTING
BUSINESS OUTSIDE THIS STATE BE GRANTED THE PROTECTION OF FULL FAITH AND
CREDIT UNDER THE CONSTITUTION OF THE UNITED STATES.

(C)      IT IS THE POLICY OF THIS STATE THAT THE INTERNAL AFFAIRS OF
PARTNERSHIPS, INCLUDING LIMITED LIABILITY PARTNERSHIPS, FORMED AND
EXISTING UNDER THIS ACT, INCLUDING THE LIABILITY OF PARTNERS OR DEBTS,
OBLIGATIONS, AND LIABILITIES CHARGEABLE TO PARTNERSHIPS, SHALL BE
SUBJECT TO AND GOVERNED BY THE LAWS OF THIS STATE.

SUBTITLE 8. LIMITED LIABILITY PARTNERSHIPS

9-801.

(A)     A PARTNERSHIP FORMED UNDER THE LAWS OF THIS STATE MAY
REGISTER AS A LIMITED LIABILITY PARTNERSHIP BY FILING WITH THE
DEPARTMENT A CERTIFICATE OF LIMITED LIABILITY PARTNERSHIP WHICH SETS
FORTH:

(1)      THE NAME OF THE LIMITED LIABILITY PARTNERSHIP;

(2)      THE PURPOSE FOR WHICH THE LIMITED LIABILITY PARTNERSHIP
EXISTS; AND

(3)      THE ADDRESS OF ITS PRINCIPAL OFFICE IN THIS STATE AND THE
NAME AND ADDRESS OF ITS RESIDENT AGENT.

(B)     A PARTNERSHIP QUALIFIES AS A LIMITED LIABILITY PARTNERSHIP AT
THE TIME OF THE FILING OF THE CERTIFICATE WITH THE DEPARTMENT OR AT ANY
LATER TIME SPECIFIED IN THE CERTIFICATE.

(C)     AN AMENDMENT TO THE CERTIFICATE OF LIMITED LIABILITY
PARTNERSHIP SHALL BE:

(1)      IN WRITING; AND

(2)      FILED FOR RECORD WITH THE DEPARTMENT.

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