Maryland Partnership Agreement

Maryland partnership agreements govern the relations between the partners or co-owners of their partnership. In addition to stabilizing partnership status, roles, and relationships, the operating procedures of the partnership are documented in this agreement.

Last updated December 26th, 2024

Maryland partnership agreements govern the relations between the partners or co-owners of their partnership. In addition to stabilizing partnership status, roles, and relationships, the operating procedures of the partnership are documented in this agreement.

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Maryland Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Application for Identification Number Sole Proprietorship or General Partnership ($25.00)
Limited Partnership (LP) Register online with BusinessExpress
Limited Liability Partnership (LLP) Certificate For Limited Liability Partnership ($25.00)
Limited Liability Limited Partnership (LLLP) Register online with BusinessExpress

Fiduciary Duty

Duty of Loyalty:
  • Partners are responsible for a full account of the profits or benefits “derived by the partner” while conducting or winding up partnership business activities.[1]
  • Partners do not represent or operate “on behalf” of any party with interests conflicting with the partnership’s health and goals.(2) [2]
  • No partner competes with the partnership or its business prior to the “dissolution of the partnership.”[3]

Duty of Care:

  • Partners do not engage with any action that is “a knowing violation of the law” or constitutes reckless conduct or negligence while discharging their partnership duties or winding up the partnership.[4]
  • A partner represents their partnership as well as “exercise any rights” given through their partnership agreement and their status in good faith. [5]
  • Partnerships, partnership duties, and the partnership agreement must take precedence over a partner’s “own interest.” [6]
  • Partners using the partnership to “transact other business” or lend money remain subject to any applicable laws separate and regardless of their partnership status.[7]

Liability

General partners, in addition to carrying the rights and powers in a partnership, are subject to the restrictions and liabilities of the partnership.[8]
General partners do not “limit the general partner’s liability” in their partnership and, thus, remain responsible for the obligations of their partnership agreement and how business affairs are conducted.[9]
Limited partners are granted the liability protections available through their status as well as their partnership agreement unless they are “also a general partner.”[10]

State Definitions (4)

General partner means the person named in a partnership agreement with the rights and responsibilities assigned to this role accordingly or the person named as the general partner of a limited partnership in the partnership’s certificate.[11]
Limited partner means a partner designated as one with limited liability and restrictions as a partnership “in accordance with the partnership agreement” or one outside of the state but has formed under similar regulations and laws accordingly.[12]
Partnership means when two or more persons form a for-profit business that they co-own “but not including a domestic or foreign limited partnership.”[13]

Limited partnership means that a partnership is owned by at least one limited partner and one general partner and which is also referred to as a “domestic partnership.”[14]