PARRIS N. GLENDENING, Governor

Ch. 295

10-102.

[(a)]The name of each limited partnership as set forth in its certificate:

(1)     Shall contain without abbreviation the words "limited partnership";

(2)     May not contain the name of a limited partner unless:

(i) It is also the name of a general partner; or

(ii) The business of the limited partnership had been carried on under
that name before the admission of that limited partner;

(3)     May not contain any word or phrase which indicates or implies that it is
organized for any purpose not stated in its certificate; and

(4)     May not be the same as or misleadingly similar to:

(i) The name of any corporation, limited liability company, limited
partnership, or limited liability partnership organized under the laws of the State of
Maryland;

(ii) The name of any foreign corporation, foreign limited liability
company, foreign limited partnership, or foreign limited liability partnership registered or
qualified to do business in the State of Maryland; or

(iii) Any name which is reserved or registered under § 2-107, § 4A-209,
§ 4A-1002, § 7-101, § 10-103, or § 10-904, or recorded under § 1-406 of this article.

[(b) Every 5 years following the year in which the limited partnership filed its
initial certificate, each limited partnership shall file by September 15 a statement on a
form provided by the Department affirming that the limited partnership is actively
engaged in the business for which it was formed. A failure to file the affirmation on time
shall result in forfeiture of the right to use the name set forth in the certificate.]

10-204.

(a) Each certificate required by this subtitle to be filed with the Department shall
be executed in the following manner:

(1)     The certificate of limited partnership under § 10-201 must be signed by
all general partners;

(2)     A certificate of amendment under § 10-202 must be signed by at least
one general partner and by each other general partner designated in the certificate of
amendment as a new general partner or a withdrawing general partner; [and]

(3)     A certificate of cancellation under § 10-203 must be signed by all
general partners, or, if there is no general partner, by a majority of the limited partners;
AND

(4)     A CERTIFICATE OF REINSTATEMENT UNDER § 10-214 MUST BE
SIGNED BY ALL GENERAL PARTNERS, OR, IF THERE IS NO GENERAL PARTNER, BY A
MAJORITY OF THE LIMITED PARTNERS.

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