Domestic Limited Partnership Formation Filing in Maryland

At a glance

Requirements one by one

Agreement and initial certificate

Md. Code, Corps. & Ass'ns § 10-101(i) defines a domestic LP as a partnership of at least two persons with general and limited partners; § 10-101(l) defines a partnership agreement as a valid written or oral agreement. Under § 10-201(a), all general partners execute a certificate setting out the LP name, Maryland principal office, resident agent and address, each general partner's name and business, residence, or mailing address, and the latest dissolution date. If the agreement states no dissolution date, the certificate states perpetual existence, subject to the section's cross-reference. Limited partners need not be named in those required public fields.

Name, office, and execution

Under § 10-102, the LP name follows Title 1's rules. Under § 1-502(d), it includes “limited partnership,” “L.P.,” or “LP”; § 1-504 requires distinguishability on Department records. Under § 10-104(a), an LP needs a Maryland principal office and resident agent. Under § 10-204(a)(1), all general partners sign; § 10-204(b) permits an attorney in fact to sign, and subsection (c) makes a general partner's execution an affirmation under penalties of perjury. The future October 1, 2026 text displayed for § 1-502 adds another entity type while retaining the LP designator in subsection (d).

Fee and filing effect

Under § 1-203(b)(4), recording or filing a certificate of limited partnership has a $100 nonrefundable processing fee. The displayed October 1, 2026 version retains that LP amount. Under § 10-206(a), the filing requires an executed copy and payment of required fees before acceptance. Under § 10-201(b), a substantially compliant LP is formed on the initial filing or at a later time stated in the certificate. Under § 10-206(b), the Department endorses its date and time of acceptance, promptly records the document, and sends an acknowledgment.

What trips people up

Ordinary and limited-liability registration differ. Under § 10-805(a), an LP may include limited-liability-partnership registration information in its initial certificate or an amendment. That optional route uses § 9A-1001(a)'s name, purpose, office, and agent information; § 1-502(e) provides the distinct LLLP name designators.

Acceptance depends on the record and fee. Section 10-206(a) bars the Department from accepting a nonconforming certificate or any listed filing before required fees are paid. An acknowledgment documents the recorded acceptance time; these rules do not decide whether a particular submission was accepted.

Sections 10-201 and 10-206 set the initial certificate, filing, fee, and acceptance mechanics without a newspaper publication or proof filing.

Common questions

Can the agreement be oral? Yes. Section 10-101(l) includes a valid oral agreement. The public certificate still must be executed and filed under § 10-201.

Does each limited partner sign? The original certificate is signed by all general partners under §§ 10-201(a) and 10-204(a)(1); the statute's required certificate fields identify general partners.

Can formation be delayed? Section 10-201(b) allows a later time stated in the initial certificate and specifies no numerical cap there.

Statutes and sources

Verbatim passages and official source URLs are recorded in the statutes entries above, accessed September 23, 2026.