Registering a Foreign Limited Partnership in Maryland

Maryland treats a limited partnership as foreign when it was formed under the laws of any other state or country. Registering does not create a new partnership or touch the partnership agreement. The statute leaves the partnership's formation, governance and limited-partner liability to home-state law, and it bars Maryland from refusing registration merely because its own law differs.

The act is called registration, and it is governed by Corporations and Associations (C&A) section 10-902. The office is SDAT's Charter Division in Baltimore. Maryland has no Secretary of State business desk, so a search for one leads nowhere. The application is a PDF with no form number. SDAT's online portal lists no foreign limited partnership filing, which means you should plan on paper.

Section 10-902 requires registration before the partnership conducts business of any kind in Maryland, whether interstate, intrastate or foreign. That language catches cross-border activity too, not just operations inside the state, so it is broader than many owners expect.

Section 10-909(a) then lists eight things that do not count as doing business, on top of anything else that may not qualify:

• Litigation of any sort, including settling a dispute or an administrative or arbitration proceeding
• Partner meetings and other internal affairs
• Holding bank accounts
• One isolated deal outside a run of similar ones
• Enforcing a mortgage or deed of trust against Maryland property
• Acquiring title to property by default, foreclosure or deed in lieu
• Keeping, renting, maintaining and operating property acquired that way
• Reselling or transferring property acquired that way

Rental property does count

Subsection (b) pulls the other way. A foreign limited partnership holding Maryland land or buildings that earn income, or income-earning tangible personal property, counts as doing business here, unless the property came through foreclosure. A partnership holding a Maryland apartment building, or a fleet of leased equipment, must register even if no partner ever sets foot in the state. Interstate commerce does not appear on the exclusion list. For offices, employees or licensed work, ask a Maryland attorney before assuming you are outside the rule.

The fee for the application is $100. Print the PDF from SDAT's forms page, complete it, and send it with a check payable to SDAT. The Charter Division takes mail at 700 E. Pratt Street, Suite 2700, Baltimore, the address printed on its cancellation forms. The 3% card charge applies to online payments only, and the fee schedule has no row for a foreign limited partnership, which is why this is a paper filing.

How fast it moves is your choice. SDAT's processing page says a paper filing without an expedite is reviewed within eight weeks of receipt, and an expedited paper filing within 7 to 10 business days. The statutory expedite charge is an extra $50, and the same-day charge is $425 (C&A section 1-203).

What the application states

• The partnership's name and, when different, the name it will use in Maryland, which must include "limited partnership" or "LP"
• The date and state of formation
• The general character of the business it plans to carry on in Maryland
• A Maryland resident agent: name, street address, and the agent's signature consenting to the role
• The office the home state requires it to maintain or, if none, its principal office
• The name and address of each general partner
• Whether it has already conducted business in Maryland without registering

A general partner signs and certifies the contents. If a statement was false, or the facts have changed, the partnership must promptly file a correcting certificate signed by a general partner (section 10-905).

Maryland requires it, and it has a clock on it. The application's header says documentary proof from the home state that the partnership exists, the equivalent of a good standing certificate, must go in with it and be dated within 60 days before you file. Section 10-902(8) lists the same item among the contents, as acceptable proof, in SDAT's view, that the partnership is in good standing in its jurisdiction of organization.

The home state's filing office issues the document and sets its price. Because the 60 days run to the day SDAT receives your package, request the document after the application is ready to sign. A stale document is a common reason a mailed package comes back.

The partnership may use a name in Maryland that differs from its home name (section 10-904). The name must still be distinguishable on SDAT's records from Maryland entities and reserved or registered names, and the application has a line for the Maryland name. If your home name is taken, use that line. Reserving a name ahead of filing costs $25 and lasts 30 days.

Maryland's word is resident agent. Under C&A section 1-101, the agent is a Maryland limited partnership, LLC or corporation, or a person who lives in the state. Use a street address; P.O. boxes are not accepted. A partnership based elsewhere therefore cannot serve as its own agent. If the application names no one, or the agent's authority is revoked, or the agent cannot be located and served with reasonable diligence, SDAT is the partnership's resident agent under the application's own wording. Process served on the resident agent counts as service on the partnership.

Later changes of agent or agent address go on SDAT's resolution form, with a $25 fee. The incoming agent signs it too.

Every April 15 a registered foreign limited partnership files Form 1, SDAT's annual report plus personal property return. The annual report fee is $300. The property return has no fee, and if the partnership's personal property statewide had an original cost under $20,000 in total, no personal property tax is due. File Form 1 online or mail it to the post office box SDAT lists in Baltimore.

Lateness is penalized at $30, $40 or $50 depending on whether the report is 1 to 15 days, 16 to 30 days or over 30 days overdue. The initial amount tops out at $500, and 2% of it is added for each further 30 days. SDAT can lower the penalty for good cause. Extensions to June 15 are available by an online request filed by April 15, or a paper request by March 15 that comes with a $20 fee.

Forfeiture and cancellation

If a required report stays missing and SDAT's written demand sits unanswered for 30 days, SDAT can forfeit the partnership's right to do business, effective 15 days after written notice. A forfeited partnership returns to the position of a business that never held authority here.

To leave on purpose, a general partner signs SDAT's Certificate of Cancellation of a Foreign Limited Partnership Registration. The base fee is $0, expedited review is $50, and SDAT retains the power to receive service on claims arising from your Maryland business even after you cancel.

Section 10-907 supplies the consequences, and the application states the main one outright. A partnership that did business here without registering cannot press a claim in Maryland courts until the penalty is paid, followed by registration or an exit from the state's market. SDAT must impose a $200 penalty, which it can reduce or abate for good cause. Box J asks whether the partnership did business before registering, and a yes answer puts the $200 in with the filing fee.

Each general partner, and each agent who transacts Maryland business for the partnership, is guilty of a misdemeanor, and conviction can bring a fine of as much as $1,000. The statute spares a limited partner from general-partner liability on that ground alone. Section 10-908 also allows the Attorney General to file suit to restrain the partnership.

Contracts and acts remain valid, and the partnership can defend any suit against it. By doing business unregistered, it also appoints SDAT as its agent for claims from that business.

Mainstay does not file Maryland's limited partnership application. The owner or the owner's attorney sends that to SDAT. What Mainstay provides is the resident agent, at $149 per year, flat, and renewal is billed at that same amount. That Maryland address is what you write on the application and what the public record will show. Legal papers served there reach you as a scan the day they arrive, and no fee applies. Government mail gets the same handling for the first three pieces in a year.

If another company is already your registered agent, Mainstay will file the replacement and pass along the state's $25 change fee at cost. Start on the Maryland registered agent page. Mainstay is not a law firm, so whether your partnership's activities call for registration is something to settle with a Maryland attorney.