reglab/housing_qa huggingface dataset:
MI Comp L § 449.37 (2021)
2021 Michigan Compiled Laws|Chapter 449 - Partnerships|Act 72 of 1917 - Uniform Partnership Act (449.1 - 449.48)|72-1917-VI - Part VI Dissolution and Winding Up. (449.29...449.48)|Section 449.37 - Dissolution; Rights of Partner to Wind Up Partnership Affairs.

449.37 Dissolution; rights of partner to wind up partnership affairs. Sec. 37.  (Right to wind up). Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs: Provided, however, That any partner, his legal representative, or his assignee, upon cause shown, may obtain winding up by the court. History: 1917, Act 72, Eff. Aug. 10, 1917 ;-- CL 1929, 9877 ;-- CL 1948, 449.37
MI Comp L § 449.38 (2021)
2021 Michigan Compiled Laws|Chapter 449 - Partnerships|Act 72 of 1917 - Uniform Partnership Act (449.1 - 449.48)|72-1917-VI - Part VI Dissolution and Winding Up. (449.29...449.48)|Section 449.38 - Dissolution; Rights of Partner to Application of Partnership Property.

449.38 Dissolution; rights of partner to application of partnership property. Sec. 38.  (Rights of partners to application of partnership property).  (1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under section 36(2), he shall receive in cash only the net amount due him from the partnership;  (2) When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:  (a) Each partner who has not caused dissolution wrongfully shall have:  (I) All the rights specified in paragraph 1 of this section, and  (II) The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement,  (b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under clause (2aII) of this section, and in like manner indemnify him against all present or future partnership liabilities,  (c) A partner who has caused the dissolution wrongfully shall have:  (I) If the business is not continued under the provisions of paragraph (2b) all the rights of a partner under paragraph 1, subject to clause (2aII) of this section,  (II) If the business is continued under paragraph (2b) of this section the right as against his copartners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his copartners by the dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the good will of the business shall not be considered. History: 1917, Act 72, Eff. Aug. 10, 1917 ;-- CL 1929, 9878 ;-- CL 1948, 449.38
MI Comp L § 449.39 (2021)
2021 Michigan Compiled Laws|Chapter 449 - Partnerships|Act 72 of 1917 - Uniform Partnership Act (449.1 - 449.48)|72-1917-VI - Part VI Dissolution and Winding Up. (449.29...449.48)|Section 449.39 - Dissolution; Rights of Partner When Partnership Dissolved for Fraud or Misrepresentation.

449.39 Dissolution; rights of partner when partnership dissolved for fraud or misrepresentation. Sec. 39.  (Rights where partnership is dissolved for fraud or misrepresentation). Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of 1 of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled:  (a) To a lien on, or right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him, and  (b) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities, and  (c) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership. History: 1917, Act 72, Eff. Aug. 10, 1917 ;-- CL 1929, 9879 ;-- CL 1948, 449.39
MI Comp L § 449.40 (2021)
2021 Michigan Compiled Laws|Chapter 449 - Partnerships|Act 72 of 1917 - Uniform Partnership Act (449.1 - 449.48)|72-1917-VI - Part VI Dissolution and Winding Up. (449.29...449.48)|Section 449.40 - Dissolution; Rules for Distribution of Assets and Liabilities.

449.40 Dissolution; rules for distribution of assets and liabilities. Sec. 40.  (Rules for distribution). In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:  (a) The assets of the partnership are as follows:  (i) The partnership property.  (ii) The contributions of the partners specified in subdivision (d).  (b) The liabilities of the partnership shall rank in order of payment, as follows:  (i) Those owing to creditors other than partners.  (ii) Those owing to partners other than for capital and profits.  (iii) Those owing to partners in respect of capital.  (iv) Those owing to partners in respect of profits.  (c) The assets shall be applied in the order of their declaration in subdivision (a) to the satisfaction of the liabilities.  (d) Except as provided in section 46, the partners shall contribute, as provided by section 18(a), the amount necessary to satisfy the liabilities. If any of the partners are insolvent, not subject to process, or otherwise refuse to contribute, the other partners shall contribute their share of the liabilities in the relative proportions in which they share the profits.  (e) An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in subdivision (d).  (f) Any partner or his or her legal representative shall have the right to enforce the contributions specified in subdivision (d) to the extent of the amount which he or she has paid in excess of his or her share of the liability.  (g) The individual property of a deceased partner shall be liable for the contributions specified in subdivision (d).  (h) When partnership property and the individual properties of the partners are in the possession of a court for distribution, except for lienholders and secured creditors, partnership creditors shall have priority on partnership property and separate creditors on individual property.  (i) If a partner has become bankrupt or his or her estate is insolvent, the claims against his or her separate property shall rank in the following order:  (i) Those owing to separate creditors.  (ii) Those owing to partnership creditors.  (iii) Those owing to partners by way of contribution. History: 1917, Act 72, Eff. Aug. 10, 1917 ;-- CL 1929, 9880 ;-- CL 1948, 449.40 ;-- Am. 1994, Act 323, Imd. Eff. Oct. 12, 1994 Compiler's Notes: For provisions of section 18, referred to in subdivision (d), see MCL 449.18.
MI Comp L § 449.42 (2021)
2021 Michigan Compiled Laws|Chapter 449 - Partnerships|Act 72 of 1917 - Uniform Partnership Act (449.1 - 449.48)|72-1917-VI - Part VI Dissolution and Winding Up. (449.29...449.48)|Section 449.42 - Dissolution; Rights of Retiring or Deceased Partner When Business Continued.

449.42 Dissolution; rights of retiring or deceased partner when business continued. Sec. 42.  (Rights of retiring or estate of deceased partner when the business is continued). When any partner retires or dies, and the business is continued under any of the conditions set forth in section 41(1, 2, 3, 5, 6), or section 38(2b), without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such persons or partnership may have the value of his interest at the date of dissolution ascertained and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership: Provided, That the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section, as provided by section 41(8) of this act. History: 1917, Act 72, Eff. Aug. 10, 1917 ;-- CL 1929, 9882 ;-- CL 1948, 449.42
MI Comp L § 449.43 (2021)
2021 Michigan Compiled Laws|Chapter 449 - Partnerships|Act 72 of 1917 - Uniform Partnership Act (449.1 - 449.48)|72-1917-VI - Part VI Dissolution and Winding Up. (449.29...449.48)|Section 449.43 - Dissolution; Accrual of Rights.

449.43 Dissolution; accrual of rights. Sec. 43.  (Accrual of actions). The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary. History: 1917, Act 72, Eff. Aug. 10, 1917 ;-- CL 1929, 9883 ;-- CL 1948, 449.43
MI Comp L § 449.44 (2021)
2021 Michigan Compiled Laws|Chapter 449 - Partnerships|Act 72 of 1917 - Uniform Partnership Act (449.1 - 449.48)|72-1917-VI - Part VI Dissolution and Winding Up. (449.29...449.48)|Section 449.44 - Limited Liability Partnership; Registration Procedures.

449.44 Limited liability partnership; registration procedures. Sec. 44.  (1) A partnership may organize as a limited liability partnership by filing with the department on a form provided by the department a registration that states the following:  (a) The name of the partnership.  (b) The address of the partnership's principal office.  (c) If the partnership is a foreign limited liability partnership, the address of the registered office and the name of the registered agent authorized to receive service of process in this state.  (d) A brief statement of the business of the partnership.  (e) A statement that the partnership will operate as a limited liability partnership.  (f) The partnership's federal employer identification number or, if a number has not been assigned to the partnership, the social security number of the person or persons signing the registration.  (g) Any other information that the department may require.  (2) A majority in interest of the partners or individuals authorized to execute a registration by a majority in interest of the partners shall sign the registration form described in subsection (1). The registration shall be accompanied by a registration fee of $100.00.  (3) The registration is effective immediately upon filing with the department and the payment of the registration fee and shall remain in effect for 1 year from the effective date under this section.  (4) A registration may be renewed for 1 year by filing with the department a renewal registration on a form provided by the department and the payment of a renewal fee of $100.00.  (5) The status of a partnership as a registered limited liability partnership shall not be affected by errors or subsequent changes in the information provided pursuant to this section.  (6) As used in this section and sections 47 and 48, “department” means the department of commerce. History: Add. 1994, Act 323, Imd. Eff. Oct. 12, 1994
MI Comp L § 449.45 (2021)
2021 Michigan Compiled Laws|Chapter 449 - Partnerships|Act 72 of 1917 - Uniform Partnership Act (449.1 - 449.48)|72-1917-VI - Part VI Dissolution and Winding Up. (449.29...449.48)|Section 449.45 - Registered Limited Liability Partnership; Name.

449.45 Registered limited liability partnership; name. Sec. 45.  The name of a registered limited liability partnership shall contain the words “limited liability partnership” or the abbreviation “L.L.P.” or “LLP” as the last words or letters of the partnership's name. History: Add. 1994, Act 323, Imd. Eff. Oct. 12, 1994
MI Comp L § 449.46 (2021)
2021 Michigan Compiled Laws|Chapter 449 - Partnerships|Act 72 of 1917 - Uniform Partnership Act (449.1 - 449.48)|72-1917-VI - Part VI Dissolution and Winding Up. (449.29...449.48)|Section 449.46 - Registered Limited Liability Partnership; Liability of Partner.

449.46 Registered limited liability partnership; liability of partner.Sec. 46.  (1) Except as provided in subsections (2) and (5), a debt, obligation, or other liability of a partnership incurred while the partnership is a registered limited liability partnership is solely the debt, obligation, or other liability of the registered limited liability partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the registered limited liability partnership solely by reason of being or acting as a partner. This subsection applies regardless of the dissolution of the registered limited liability partnership.  (2) Subsection (1) does not affect the liability of a partner in a registered limited liability partnership for the partner's own negligence, wrongful acts, omissions, misconduct, or malpractice, or that of any individual who is under the partner's direct supervision and control, that results in a debt, obligation, or other liability of the registered limited liability partnership.  (3) Except as provided in subsection (2), a partner in a registered limited liability partnership is not a proper party to a proceeding by or against the registered limited liability partnership, the object of which is to recover damages or enforce a debt, obligation, or other liability for which a partner is not liable under subsection (1).  (4) The failure of a registered limited liability partnership to observe any applicable formalities relating to the exercise of its powers or management of its business is not a ground for imposing liability on a partner for a debt, obligation, or other liability of the registered limited liability partnership.  (5) Subsection (1) does not affect the personal liability of a partner for a debt, obligation, or other liability of the registered limited liability partnership incurred or arising before the effective date of the amendatory act that added this subsection. History: Add. 1994, Act 323, Imd. Eff. Oct. 12, 1994 ;-- Am. 2018, Act 131, Eff. Aug. 1, 2018
MI Comp L § 449.47 (2021)
2021 Michigan Compiled Laws|Chapter 449 - Partnerships|Act 72 of 1917 - Uniform Partnership Act (449.1 - 449.48)|72-1917-VI - Part VI Dissolution and Winding Up. (449.29...449.48)|Section 449.47 - Foreign Limited Liability Partnership.

449.47 Foreign limited liability partnership. Sec. 47.  (1) A registered limited liability partnership formed under the laws of another state, territory, district, or possession of the United States or another country shall not conduct business in this state until the partnership has registered with the department and paid a registration fee of $100.00.  (2) The registration form shall contain the same information as required by section 44(1) and the address of its registered office and the name and address of its registered agent for service of process.  (3) The registration is effective immediately upon filing with the department and payment of the registration fee and shall remain in effect for 1 year from the effective date under this section.  (4) A registration may be renewed for 1 year by filing with the department a renewal registration and the payment of a renewal fee of $100.00.  (5) Except as otherwise provided by this act, a foreign limited liability partnership shall be governed by the laws under which it was formed.  (6) The name of a partnership doing business in this state under this section shall contain the words “limited liability partnership” or the abbreviation “L.L.P.” or “LLP” as the last words or letters of its name. History: Add. 1994, Act 323, Imd. Eff. Oct. 12, 1994
MI Comp L § 449.1101 (2021)
2021 Michigan Compiled Laws|Chapter 449 - Partnerships|Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108)|Article 1 - (449.1101...449.1109)|Section 449.1101 - Definitions.

449.1101 Definitions. Sec. 101.  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.  (3) “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in the capacity of a partner.  (4) “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in section 402.   (5) “Foreign limited partnership” means a partnership formed under the laws of any state other than this state and having as partners 1 or more general partners and 1 or more limited partners.  (6) “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.  (7) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement and named in the certificate of limited partnership as a limited partner.  (8) “Limited partnership” and “domestic limited partnership” means a partnership formed by 2 or more persons under the laws of this state and having 1 or more general partners and 1 or more limited partners.  (9) “Partner” means a limited or general partner.  (10) “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.  (11) “Partnership interest” means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.  (12) “Person” means a natural person, partnership, domestic or foreign limited partnership, trust, estate, association, or corporation, or any other legal entity.  (13) “State” means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. History: 1982, Act 213, Eff. Jan. 1, 1983
MI Comp L § 449.1102 (2021)
2021 Michigan Compiled Laws|Chapter 449 - Partnerships|Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108)|Article 1 - (449.1101...449.1109)|Section 449.1102 - Name of Limited Partnership; Requirements and Restrictions.

449.1102 Name of limited partnership; requirements and restrictions. Sec. 102.  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 partner, or (ii) the business of the limited partnership had been carried on under that name before the admission of that limited partner.  (3) May not contain any word or phrase indicating or implying that it is organized other than for a purpose stated in its certificate of limited partnership.  (4) Shall be such as to distinguish it upon the records in the office of the administrator from (i) the name of each other domestic limited partnership, (ii) the name of each foreign limited partnership authorized to transact business in this state and the name under which each such foreign limited partnership has registered in this state, (iii) each name currently reserved under section 103 or assumed under section 104, (iv) the name of each domestic corporation and each foreign corporation authorized to transact business in this state, and (v) each corporate name currently reserved or registered under the business corporation act, Act No. 284 of the Public Acts of 1972, as amended, being sections 450.1101 to 450.2099 of the Michigan Compiled Laws, or a predecessor act and each corporate name assumed under section 217 of the business corporation act, Act No. 284 of the Public Acts of 1972, as amended, being section 450.1217 of the Michigan Compiled Laws.  (5) May not contain the words “corporation” or “incorporated” or any abbreviation or derivative thereof. History: 1982, Act 213, Eff. Jan. 1, 1983
MI Comp L § 449.1103 (2021)
2021 Michigan Compiled Laws|Chapter 449 - Partnerships|Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108)|Article 1 - (449.1101...449.1109)|Section 449.1103 - Name of Limited Partnership; Reservation of Exclusive Right to Use; Application; Time Period; Expiration; Extension; Transfer of Right.

449.1103 Name of limited partnership; reservation of exclusive right to use; application; time period; expiration; extension; transfer of right. Sec. 103.  (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 adopt that name.  (3) Any foreign limited partnership intending to register in this state and adopt that name.  (4) Any person intending to organize a foreign limited partnership and intending to have the partnership registered in this state and adopt that name.  (b) The reservation shall be made by filing with the administrator an application, executed by the applicant, to reserve a specified name. If the administrator finds that the name is available for use by a domestic or foreign limited partnership, and all filing fees required by law have been paid, he or she shall reserve the name for the exclusive use of the applicant for a period expiring at the end of the fourth full calendar month following the month in which the application was filed. The administrator, for good cause shown, may extend the reservation for periods of not more than 2 calendar months each. Not more than 2 extensions shall be granted. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the administrator a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee. History: 1982, Act 213, Eff. Jan. 1, 1983