Md. Code, Corporations and Associations § 10-204
This is the official text of Md. Code, Corporations and Associations § 10-204, part of Maryland’s Code, Corporations and Associations — governs the formation and operation of corporations, LLCs, and partnerships.
Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.
§10–204.
Official statutory text
(a) Each certificate or articles required by this subtitle to be filed with the Department shall be executed in the following manner:
(1) The certificate of limited partnership, articles of conversion to a limited partnership, and articles of conversion to an other entity must be signed by all general partners or, in the case of articles of conversion to a limited partnership, by any person authorized to execute the certificate on behalf of the other entity;
(2) A certificate of amendment under § 10–202 of this subtitle 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;
(3) A certificate of cancellation under § 10–203 of this subtitle 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 of this subtitle must be signed by all general partners, or, if there is no general partner, by a majority of the limited partners.
(b) Any person may sign any certificate or partnership agreement or amendment to the certificate or agreement by an attorney in fact. Powers of attorney relating to the signing of a certificate, partnership agreement, or amendment by an attorney in fact need not be sworn to, verified or acknowledged, and need not be filed with the Department.
(c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
(1) The certificate of limited partnership, articles of conversion to a limited partnership, and articles of conversion to an other entity must be signed by all general partners or, in the case of articles of conversion to a limited partnership, by any person authorized to execute the certificate on behalf of the other entity;
(2) A certificate of amendment under § 10–202 of this subtitle 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;
(3) A certificate of cancellation under § 10–203 of this subtitle 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 of this subtitle must be signed by all general partners, or, if there is no general partner, by a majority of the limited partners.
(b) Any person may sign any certificate or partnership agreement or amendment to the certificate or agreement by an attorney in fact. Powers of attorney relating to the signing of a certificate, partnership agreement, or amendment by an attorney in fact need not be sworn to, verified or acknowledged, and need not be filed with the Department.
(c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
Status: in_force · Read it on the official government site
Dealing with a business matter in Maryland?
See all Maryland Business lawyers
About this page: Statute text is reproduced from official government publishers via the
Open US Law dataset
(Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine
(Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.