Md. Code, Corporations and Associations § 10-304
This is the official text of Md. Code, Corporations and Associations § 10-304, 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.
§10–304.
Official statutory text
(a) Except as provided in subsection (b) of this section, a person who makes a contribution to a partnership and erroneously but in good faith believes that he has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership, or exercising any rights of a limited partner, if, within 30 days after he knew or should have known of the mistake:
(1) In the case of a person who wishes to be a limited partner, the person causes an appropriate certificate to be executed and filed; or
(2) In the case of a person who wishes to withdraw as a partner from the partnership, the partner takes the necessary action to withdraw.
(b) A person who makes a contribution under the circumstances described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection (a) of this section:
(1) If that person knew or reasonably should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner; and
(2) If the third party reasonably relied upon the fact that the person was a general partner at the time of the transaction.
(1) In the case of a person who wishes to be a limited partner, the person causes an appropriate certificate to be executed and filed; or
(2) In the case of a person who wishes to withdraw as a partner from the partnership, the partner takes the necessary action to withdraw.
(b) A person who makes a contribution under the circumstances described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection (a) of this section:
(1) If that person knew or reasonably should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner; and
(2) If the third party reasonably relied upon the fact that the person was a general partner at the time of the transaction.
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.