Michigan · statute · 213 of 1982, Mich. Comp. Laws · 73 active provisions
As used in this act, unless the context otherwise requires: (1) “Administrator” means the chief officer of the Michigan department of commerce or his or her designated representative. (2) “Certificate of limited partnership” means the certificate, and the certificate as amended or restated, referred to in section 201.…
The name of each limited partnership as set forth in its certificate of limited partnership: (1) Shall contain without abbreviation the words “limited partnership”. (2) May not contain the name of a limited partner unless: (i) the name is also the name of a general partner or the corporate name of a corporate general p…
(a) The exclusive right to the use of a name may be reserved by any of the following: (1) Any person intending to organize a limited partnership under this act and to adopt that name. (2) Any domestic limited partnership or any foreign limited partnership registered in this state, which, in either case, intends to adop…
(a) A domestic limited partnership may transact its business under any assumed name or names other than its name as set forth in its certificate of limited partnership and a foreign limited partnership may transact its business under any assumed name or names other than the name under which it has registered in this st…
(a) Each limited partnership shall continuously maintain in this state both of the following: (1) An office, which may be but need not be a place of its business in this state, at which shall be kept the records required by section 106 to be maintained. (2) An agent for service of process on the limited partnership, wh…
Each limited partnership shall keep at the office referred to in section 105(a)(1) all of the following: (1) a current list of the full name and last known business or residence address of each partner, specifying separately the general partners and limited partners and set forth in alphabetical order within each categ…
A limited partnership may carry on any business that a partnership without limited partners may carry on except as otherwise provided by law.
Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect to the limited partnership as a person who is not a partner.
A domestic or foreign limited partnership, whether or not formed at the request of a lender, may by agreement in writing, and not otherwise, agree to pay a rate of interest in excess of the legal rate, and in such case the defense of usury is prohibited. This section shall not be construed as allowing a domestic or for…
(a) In order to form a limited partnership 2 or more persons shall execute a certificate of limited partnership. The certificate shall be filed in the office of the administrator and set forth all of the following: (1) The name of the limited partnership. (2) The general character of its business. (3) The address of th…
(a) A certificate of limited partnership is amended by filing a certificate of amendment to the certificate of limited partnership in the office of the administrator. The certificate of amendment shall set forth all of the following: (1) The name of the limited partnership. (2) The date of filing of its original certif…
(a) A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the administrator and shall set forth all of the following: (1) The name…
(a) Each certificate required by this article to be filed in the office of the administrator shall be executed in the following manner: (1) An original certificate of limited partnership shall be signed by all partners named in the certificate. (2) A certificate of amendment or a restated certificate of limited partner…
If a person required by section 204 to execute a certificate of amendment, a restated certificate of limited partnership, or a certificate of cancellation fails or refuses to do so, any other partner, and any assignee of a partnership interest, who is adversely affected by the failure or refusal, may petition the circu…
(1) A document required or permitted to be filed under this act shall be submitted by delivering the document to the administrator together with the fees and accompanying documents required by law. A person who executes a certificate as an attorney in fact, agent, or fiduciary is not required to provide evidence of his…
If any certificate of limited partnership, certificate of amendment, restated certificate of limited partnership, or certificate of cancellation contains a false statement, a person who suffers loss by reliance on the statement may recover damages for the loss from any of the following: (1) Any person who executes the…
The fact that a certificate of limited partnership is on file in the office of the administrator is notice that the partnership is a limited partnership and the persons designated therein as limited partners are limited partners, and is notice of the matters included therein that are specified in section 201(a)(1) to (…
Upon the return by the administrator pursuant to section 206 of a true copy or original of a certificate of limited partnership, certificate of amendment, restated certificate of limited partnership, or certificate of cancellation, the general partners shall promptly deliver or mail a copy of the certificate to each li…
(1) A domestic limited partnership may merge or consolidate with 1 or more other domestic limited partnerships under a plan of merger or consolidation as provided in subsection (2) and approved as provided in subsection (3). (2) One or more general partners of each limited partnership that is a participant in the merge…
(a) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner: (1) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partne…
Subject to section 303, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, with or without the concurrence of the general partners, on a per capita or other basis, upon any matter.
(a) Except as provided in subsection (d), a limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of rights and powers as a limited partner, the limited partner takes part in the control of the business. However, i…
(a) Except as provided in subsection (b), a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he or she has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contributio…
Each limited partner has the right to: (1) Inspect and copy or have his or her designated representative inspect and copy any of the partnership records required to be maintained by section 106. (2) Obtain from the general partners, from time to time, upon reasonable demand (i) true and full information regarding the s…
After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners.