Terms Used In Maryland Code, CORPORATIONS AND ASSOCIATIONS 9A-805

  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: includes an individual, receiver, trustee, guardian, personal representative, fiduciary, representative of any kind, corporation, partnership, business trust, statutory trust, limited liability company, firm, association, or other nongovernmental entity. See
(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.

(b) A filed statement of dissolution cancels a filed statement of partnership authority for the purposes of § 9A-303(c) of this title and is a limitation on authority for the purposes of § 9A-303(d) of this title.

(c) For the purposes of §§ 9A-301 of this title and 9A-804 of this subtitle, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners’ authority as a result of the statement of dissolution 90 days after it is filed.

(d) After filing a statement of dissolution, a dissolved partnership may file a statement of partnership authority which will operate with respect to a person not a partner as provided in § 9A-303(c) and (d) of this title in any transaction, whether or not the transaction is appropriate for winding up the partnership business.