reglab/statecodes huggingface dataset:
2023 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 449.30 - Dissolution; Partnership Not Terminated.

449.30 Dissolution; partnership not terminated.
Sec. 30.
(Partnership not terminated by dissolution). On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.
History:
1917, Act 72, Eff. Aug. 10, 1917 ;-- CL 1929, 9870 ;-- CL 1948, 449.30
2023 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 449.31 - Dissolution; Causes.

449.31 Dissolution; causes.
Sec. 31.
(Causes of dissolution). Dissolution is caused:
(1) Without violation of the agreement between the partners:
(a) By the termination of the definite term or particular undertaking specified in the agreement,
(b) By the express will of any partner when no definite term or particular undertaking is specified,
(c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking,
(d) By the expulsion of any partner from the business bona fide in accordance with such power conferred by the agreement between the partners;
(2) In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time;
(3) By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;
(4) By the death of any partner;
(5) By the bankruptcy of any partner or the partnership;
(6) By decree of court under section 32.
History:
1917, Act 72, Eff. Aug. 10, 1917 ;-- CL 1929, 9871 ;-- CL 1948, 449.31
2023 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 449.32 - Dissolution; Decree of Court.

449.32 Dissolution; decree of court.
Sec. 32.
(Dissolution by decree of court).
(1) On application by or for a partner the court shall decree a dissolution whenever:
(a) A partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind,
(b) A partner becomes in any other way incapable of performing his part of the partnership contract,
(c) A partner has been guilty of such conduct as tends to effect prejudicially the carrying on of the business,
(d) A partner wilfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him,
(e) The business of the partnership can only be carried on at a loss,
(f) Other circumstances render a dissolution equitable;
(2) On the application of the purchaser of a partner's interest under sections 28 or 29:
(a) After the termination of the specified term or particular undertaking,
(b) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.
History:
1917, Act 72, Eff. Aug. 10, 1917 ;-- CL 1929, 9872 ;-- CL 1948, 449.32
2023 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 449.33 - Dissolution; Effect as to Authority of Partner.

449.33 Dissolution; effect as to authority of partner.
Sec. 33.
(General effect of dissolution on authority of partner). Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:
(1) With respect to the partners:
(a) When the dissolution is not by the act, bankruptcy or death of a partner, or
(b) When the dissolution is by such act, bankruptcy or death of a partner, in cases where section 34 so requires;
(2) With respect to persons not partners, as declared in section 35.
History:
1917, Act 72, Eff. Aug. 10, 1917 ;-- CL 1929, 9873 ;-- CL 1948, 449.33
2023 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 449.34 - Dissolution; Liability of Partner.

449.34 Dissolution; liability of partner.
Sec. 34.
(Right of partner to contribution from copartners after dissolution). Except as otherwise provided by section 46, if dissolution is caused by the act, death, or bankruptcy of a partner, each partner is liable to his or her copartners for his or her share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless this dissolution is caused by 1 of the following:
(a) The dissolution being by act of any partner and the partner acting for the partnership had knowledge of the dissolution.
(b) The dissolution being by the death or bankruptcy of a partner and the partner acting for the partnership had knowledge or notice of the death or bankruptcy.
History:
1917, Act 72, Eff. Aug. 10, 1917 ;-- CL 1929, 9874 ;-- CL 1948, 449.34 ;-- Am. 1994, Act 323, Imd. Eff. Oct. 12, 1994
2023 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 449.36 - Dissolution; Effect as to Partner's Existing Liability.

449.36 Dissolution; effect as to partner's existing liability.
Sec. 36.
(Effect of dissolution on partner's existing liability).
(1) The dissolution of the partnership does not discharge the existing liability of any partner.
(2) A partner is discharged from existing liability upon dissolution of the partnership by an agreement to that effect between the partner, the partnership creditor, and the person or partnership continuing the business. An agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.
(3) If a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of the obligations.
(4) Except as provided in section 46, the individual property of a deceased partner shall be liable for those obligations of the partnership incurred while he or she was a partner but subject to the prior payment of his or her separate debts.
History:
1917, Act 72, Eff. Aug. 10, 1917 ;-- CL 1929, 9876 ;-- CL 1948, 449.36 ;-- Am. 1994, Act 323, Imd. Eff. Oct. 12, 1994
2023 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
2023 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
2023 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
2023 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.
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 164 of 1913 - Copartnerships (449.101 - 449.106) › Section 449.101 - Copartnerships; Certificate Required, Filing, Contents.

449.101 Copartnerships; certificate required, filing, contents.
Sec. 1.
No 2 or more persons shall hereafter be engaged in carrying on any business as copartners unless such persons shall first make and file with the county clerk of the county in which such copartnership business is or shall be located, a certificate in writing, to be signed by each, and verified by the affidavit of 1 of the members of said copartnership, setting forth the full name of each and every person composing the said copartnership, and the residence of each, the name and style of the firm, and the length of time for which it is to continue, if limited by the partnership contract, and also the locality of their place of business; which certificate shall be kept in the office of the said county clerk, as a public document, and open to the inspection of any person: Provided, That any copartnership that has filed the certificate required by Act No. 101 of the Public Acts of 1907, shall not be required to file the certificate herein provided for.
History:
1913, Act 164, Eff. Aug. 14, 1913 ;-- CL 1915, 6354 ;-- CL 1929, 9929 ;-- CL 1948, 449.101
Compiler's Notes:
For provisions of Act 101 of 1907, referred to in this section, see MCL 445.1 et seq.
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 164 of 1913 - Copartnerships (449.101 - 449.106) › Section 449.101a - Certificate of Copartnership; Signers Authorized to Conduct Business as Partners for 5 Years; Renewal Certificate; Filing, Fee, Forms, and Duration; Notice; Destruction of Certificate; Imposition of Fees by Certain Charter Counties.

449.101a Certificate of copartnership; signers authorized to conduct business as partners for 5 years; renewal certificate; filing, fee, forms, and duration; notice; destruction of certificate; imposition of fees by certain charter counties.
Sec. 1a.
(1) The certificate when acknowledged and filed as required in section 1 shall authorize the persons signing it to conduct their business as partners for 5 years. Within 90 days before the expiration date, a renewal certificate may be filed with the county clerk upon payment of a fee of $10.00 on forms to be provided by the county clerk. The renewal certificate will extend the right to the persons signing the certificate to conduct their business as partners for an additional 5-year period after the date of expiration of the original certificate or renewal if it has previously been renewed.
(2) Between the ninetieth day and the thirtieth day before the expiration date of an outstanding certificate, the county clerk shall mail to the persons whose certificate will expire, renewal certificate blank forms, in triplicate, together with a notice on a form to be provided by the county clerk that the certificate authorizing .......... and .......... etc., et al. to carry on a business as partners expires at 5 p.m. on the ..... day of .........., and, that failure to file a renewal certificate and pay a fee of $10.00 before the expiration date above mentioned will constitute a violation of section 6 rendering the persons liable to the punishment provided for in section 6. The notice required in this section shall be mailed by the county clerk to the last known address of persons whose certificates or renewal certificates will expire as stated on the original or renewal certificate. Six years after an original or renewal certificate has expired the county clerk may destroy the certificate.
(3) A charter county with a population of more than 2,000,000 may impose by ordinance a different amount for the fees required by this section. A charter county shall not impose a fee which is greater than the cost of the service for which the fee is charged.
History:
Add. 1955, Act 138, Eff. Oct. 14, 1955 ;-- Am. 1977, Act 113, Imd. Eff. Oct. 12, 1977 ;-- Am. 1984, Act 293, Imd. Eff. Dec. 20, 1984
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 164 of 1913 - Copartnerships (449.101 - 449.106) › Section 449.101b - Copartnership Certificate; Renewal, Notice.

449.101b Copartnership certificate; renewal, notice.
Sec. 1b.
Persons now carrying on business as copartners under the provisions of this act shall file a renewal certificate as is herein prescribed within 5 years after this act shall take effect, and after notice from the county clerk as is herein provided, which notice shall be given within 90 to 30 days prior to the expiration of the 5-year period.
History:
Add. 1955, Act 138, Eff. Oct. 14, 1955
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 164 of 1913 - Copartnerships (449.101 - 449.106) › Section 449.102 - Copartnership Certificate; Name Change, Procedure, Interim Effect.

449.102 Copartnership certificate; name change, procedure, interim effect.
Sec. 2.
In case there shall be at any time after the making and filing of said certificate, any change in the name or style of said firm, or in the time of its existence, then a new certificate, verified as before specified, shall in like manner be filed as required by section 1 of this act, before such change shall take effect; and until such new certificate shall have been made and filed, as above specified, the individual members of the firm, as set forth in the certificate on file, shall be held to be the actual members of the firm, and in all respects holden and liable for any obligation, debt or liability, incurred by the said copartnership.
History:
1913, Act 164, Eff. Aug. 14, 1913 ;-- CL 1915, 6355 ;-- CL 1929, 9930 ;-- CL 1948, 449.102
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 164 of 1913 - Copartnerships (449.101 - 449.106) › Section 449.103 - Copartnership Certificate; Certified Copy as Evidence.

449.103 Copartnership certificate; certified copy as evidence.
Sec. 3.
A certified copy of the said certificate, or renewal certificate, on file in the county clerk's office, signed by the county clerk, and attested by the seal of the circuit court of the county, shall be held to be good and sufficient evidence of any or all the facts in said certificate, or renewal certificate stated and set forth.
History:
1913, Act 164, Eff. Aug. 14, 1913 ;-- CL 1915, 6356 ;-- CL 1929, 9931 ;-- CL 1948, 449.103 ;-- Am. 1955, Act 138, Eff. Oct. 14, 1955
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 164 of 1913 - Copartnerships (449.101 - 449.106) › Section 449.104 - Copartnership Certificate; Filing; Assumed Name, Rejection by County Clerk.

449.104 Copartnership certificate; filing; assumed name, rejection by county clerk.
Sec. 4.
Persons now owning or conducting any such business as copartners shall file such certificate as hereinbefore prescribed within 90 days after this act shall take effect, and persons hereafter owning, conducting or transacting business as aforesaid shall, before commencing said business, file such certificate in the manner hereinbefore prescribed. The several county clerks of this state are hereby authorized to reject any assumed name which is likely to mislead the public, or any assumed name already filed in the county or so nearly similar thereto as to lead to confusion or deception.
History:
1913, Act 164, Eff. Aug. 14, 1913 ;-- CL 1915, 6357 ;-- CL 1929, 9932 ;-- Am. 1931, Act 273, Eff. Sept. 18, 1931 ;-- CL 1948, 449.104
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 164 of 1913 - Copartnerships (449.101 - 449.106) › Section 449.104a - Copartnership Under Assumed Name; Change of Business Location Certificate, Attachment.

449.104a Copartnership under assumed name; change of business location certificate, attachment.
Sec. 4a.
Whenever a copartnership operating under an assumed name has changed or changes its place of business, it shall be the duty of 1 of the members of such copartnership to file with the county clerk with whom the certificate required under the provisions of section 1 of this act was filed, a certificate stating the change in business location, which certificate shall be attached by the county clerk to the certificate, or renewal certificate, filed under the provisions of this act, and, in case the business location is changed to some other county or counties in this state, to file the assumed name certificate required under the provisions of section 1 of this act with the clerk of such county, before doing any business in such county.
History:
Add. 1931, Act 273, Eff. Sept. 18, 1931 ;-- CL 1948, 449.104a ;-- Am. 1955, Act 138, Eff. Oct. 14, 1955
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 164 of 1913 - Copartnerships (449.101 - 449.106) › Section 449.104b - Copartnership Under Assumed Name; Discontinuance of Business Certificate; Use of Name by Others, Objection.

449.104b Copartnership under assumed name; discontinuance of business certificate; use of name by others, objection.
Sec. 4b.
Whenever a copartnership operating under an assumed name shall go out of business, it shall be the duty of 1 of the members of such copartnership to file a certificate with the clerk of the county or counties in which such copartnership transacted business, of the discontinuance of such copartnership in such county or counties which certificate shall be attached by the county clerk to the certificate or renewal certificate filed under the provisions of this act. In case the certificate required under the provisions of this section is not filed, any person or persons desiring to use the assumed name in such certificate shall file an affidavit, accompanied by a filing fee of $3.00 with the county clerk that such person or persons have thoroughly investigated the facts and setting forth further facts showing that such copartnership has in fact gone out of business. Thereupon the county clerk shall forthwith send by registered mail to such copartnership at the address on file in his office a copy of the affidavit, and further stating that an application has been filed to use such assumed name and further notifying him or them that unless objection is made within 10 days that the certificate or renewal certificate filed under provisions of this act will be revoked. The county clerk shall file his own affidavit of mailing and the registered receipt with the original certificate or renewal certificate and if no objection is filed in 10 days the county clerk is hereby authorized to permit such person or persons applying to use the assumed name of such concern, on the filing of the certificate required under the provisions of section 1 of this act.
History:
Add. 1931, Act 273, Eff. Sept. 18, 1931 ;-- CL 1948, 449.104b ;-- Am. 1955, Act 138, Eff. Oct. 14, 1955
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 164 of 1913 - Copartnerships (449.101 - 449.106) › Section 449.105 - Certificates and Renewal Certificates; Alphabetical Index; Indexing and Filing Fee; Cost of Certified Copies.

449.105 Certificates and renewal certificates; alphabetical index; indexing and filing fee; cost of certified copies.
Sec. 5.
The county clerk shall keep an alphabetical index of all certificates and renewal certificates, provided for in this act, and for the indexing and filing of the certificates and renewal certificates shall receive a fee of $10.00, to be paid by the party filing the same. Upon the payment of the $10.00, the payer shall be entitled to 3 certified copies of the certificate or renewal certificate without extra charge, with additional copies at $1.00 each. The county clerk shall, upon request of a person, supply certified copies of the original or renewal certificates upon payment of a fee of $2.00 per copy.
History:
1913, Act 164, Eff. Aug. 14, 1913 ;-- CL 1915, 6358 ;-- CL 1929, 9933 ;-- Am. 1947, Act 280, Eff. Oct. 11, 1947 ;-- CL 1948, 449.105 ;-- Am. 1955, Act 138, Eff. Oct. 14, 1955 ;-- Am. 1977, Act 113, Imd. Eff. Oct. 12, 1977
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 164 of 1913 - Copartnerships (449.101 - 449.106) › Section 449.106 - Violation of Act; Penalty; Effect on Validity and Enforcement of Contracts.

449.106 Violation of act; penalty; effect on validity and enforcement of contracts.
Sec. 6.
Any 2 or more persons owning, carrying on or conducting or transacting business as aforesaid, who shall fail to comply with the provisions of this act, shall each be guilty of a misdemeanor and upon conviction thereof shall be punished by a fine of not less than $10.00 nor more than $100.00 or by imprisonment in the county jail for a term not exceeding 30 days or by both such fine and imprisonment in the discretion of the court; and each day any person or persons shall violate any provisions of this act shall be deemed a separate offense: Provided, however, The fact that a penalty is provided herein for non-compliance with the provisions of this act shall not be construed to avoid contracts, but any copartnership failing to file the certificate or renewal certificate required by this act shall be prohibited from bringing any suit, action or proceeding in any of the courts of this state until after full compliance with the provisions of this act.
History:
1913, Act 164, Eff. Aug. 14, 1913 ;-- CL 1915, 6359 ;-- Am. 1919, Act 265, Eff. Aug. 14, 1919 ;-- CL 1929, 9934 ;-- CL 1948, 449.106 ;-- Am. 1955, Act 138, Eff. Oct. 14, 1955
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 181 of 1859 - Partners and Joint Debtors; Settlements or Compromises With Creditors (449.151 - 449.155) › Section 449.151 - Copartnerships; Settlements With Creditors; Discharge of Partner Not Party.

449.151 Copartnerships; settlements with creditors; discharge of partner not party.
Sec. 1.
That whenever any firm or copartnership shall be dissolved by mutual consent or otherwise it shall and may be lawful for any 1 or more of the individuals composing such firm or copartnership to make a separate settlement or compromise with any 1 or all of the creditors of such firm or copartnership and such settlement or compromise shall be a full and complete discharge both in law and in equity to the debtor or debtors making such settlement or compromise and to such debtor or debtors only of and from all and every liability to the creditor or creditors with whom the same is made or incurred by reason of his or their connection with such firm or copartnership: Provided however, that in case of such settlement or compromise the copartner or copartners who are not parties to the same shall be discharged from all liability to the creditor or creditors except for their joint ratable portion of such copartnership debt.
History:
CL 1871, 6199 ;-- How. 7783 ;-- CL 1897, 10449 ;-- CL 1915, 14581 ;-- CL 1929, 9935 ;-- CL 1948, 449.151
Compiler's Notes:
This act was expressly excepted from the repeal of Ch. 288, CL 1897, by Act 314 of 1915.
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 181 of 1859 - Partners and Joint Debtors; Settlements or Compromises With Creditors (449.151 - 449.155) › Section 449.152 - Settlements With Creditors; Written Discharge by Creditors, Bar to Recovery.

449.152 Settlements with creditors; written discharge by creditors, bar to recovery.
Sec. 2.
Every such debtor or debtors making such settlement or compromise shall take from the creditor or creditors or their attorney with whom he may make the same a receipt or memorandum in writing exonerating and discharging him or them from all and every individual liability incurred by reason of such connection with such firm or copartnership whether such liability was incurred as endorsee acceptors or otherwise which receipt or memorandum shall refer to the instrument as evidence of the indebtedness and may be given in evidence by such debtor or debtors under the general issue in bar of any creditors right or of recovery against him or them or any indebtedness or liability so settled or compromised and if such liability shall be by judgment in any court of this state then on production to and filing in such court a receipt or memorandum signed by such creditor agent or attorney entitled in such cause describing such judgment then the justice before whom such judgment may remain or if in a court of record then the clerk of such court shall discharge such judgment of record so far as such debtor or debtors so settling or compromising shall be concerned.
History:
1859, Act 181, Eff. May 18, 1859 ;-- CL 1871, 6200 ;-- How. 7784 ;-- CL 1897, 10450 ;-- CL 1915, 14582 ;-- CL 1929, 9936 ;-- CL 1948, 449.152
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 181 of 1859 - Partners and Joint Debtors; Settlements or Compromises With Creditors (449.151 - 449.155) › Section 449.153 - Settlements With Creditors; Rights Against Undischarged Partners Not Impaired; Right to Set Off and Defense.

449.153 Settlements with creditors; rights against undischarged partners not impaired; right to set off and defense.
Sec. 3.
Such settlement or compromise with the individual member of a firm or copartnership shall not be so construed as to discharge the other copartners except as provided in the first section of this act nor shall it impair the right of the creditors to proceed in law or in equity against the members of such firm or copartnership as have not been discharged and it shall not be necessary to make such person or persons as have been discharged by such settlement or compromise parties to any suit with the other copartners who have not been discharged, and the member or members of such firm or copartnership so proceeded against shall be entitled to set off any demand against said creditor or creditors which could have been set off had such suit been brought against all the individuals comprising such firm or copartnership nor shall such settlement, compromise or discharge of an individual of a firm or copartnership prevent the other members of such firm or copartnership from availing themselves of any defense at law or equity that would have been available had not this act been passed except that they shall not set up the discharge of 1 or more partners as the discharge of the other copartners unless it shall expressly appear in the receipt or memorandum that all were intended to be discharged.
History:
1859, Act 181, Eff. May 18, 1859 ;-- CL 1871, 6201 ;-- How. 7785 ;-- CL 1897, 10451 ;-- CL 1915, 14583 ;-- CL 1929, 9937 ;-- CL 1948, 449.153
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 181 of 1859 - Partners and Joint Debtors; Settlements or Compromises With Creditors (449.151 - 449.155) › Section 449.154 - Settlements With Creditors; Contribution Between Partners.

449.154 Settlements with creditors; contribution between partners.
Sec. 4.
Such settlement or compromise of 1 or more members of such firm or copartnership with a creditor of such firm or copartnership shall in no wise affect the right of the other partners to demand and recover from their copartners making such settlement or compromise their ratable portions of such firm or copartnership debt in the same manner and to the same extent as if this act had not been passed.
History:
1859, Act 181, Eff. May 18, 1859 ;-- CL 1871, 6202 ;-- How. 7786 ;-- CL 1897, 10452 ;-- CL 1915, 14584 ;-- CL 1929, 9938 ;-- CL 1948, 449.154
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 181 of 1859 - Partners and Joint Debtors; Settlements or Compromises With Creditors (449.151 - 449.155) › Section 449.155 - Extension of Act to Joint Debtors.

449.155 Extension of act to joint debtors.
Sec. 5.
The provisions of this act shall extend to joint debtors in the same manner as it now extends to copartners and such joint debtors are hereby authorized individually to settle or compromise and be discharged from their joint indebtedness in the same manner as is herein provided for the settlement and compromise of copartners.
History:
1859, Act 181, Eff. May 18, 1859 ;-- CL 1871, 6203 ;-- How. 7787 ;-- CL 1897, 10453 ;-- CL 1915, 14585 ;-- CL 1929, 9939 ;-- CL 1948, 449.155
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 191 of 1877 - Partnership Associations (449.301 - 449.316) › Section 449.302 - Partnership Associations; Liability of Members; Labor Debts.

449.302 Partnership associations; liability of members; labor debts.
Sec. 2.
The members of any such partnership association shall not be liable under any judgment, decree, or order which shall be obtained against such association, or for any debt or engagement of such company, further or otherwise than is hereinafter provided, that is to say: if any execution or other process in the nature of execution, either at law or in equity, shall have been issued against the property or effects of the company, and if there cannot be found sufficient thereof whereon to levy or enforce such execution or other process, then such execution or other process may be issued against any of the members to the extent of the portions of their subscriptions respectively, in the capital of the association not then paid up: Provided always, That no such execution shall issue against any member, except upon an order of court or of a judge of the court in which the action, suit, or other proceeding shall have been brought or instituted; and the said court or judge may compel the production of the books of the association, showing the names of the members thereof, and the amount of capital remaining to be paid upon their respective subscriptions, and from them or other sources of information, ascertain the truth in regard thereto, and may order execution to issue accordingly; and the said association shall be and it is hereby required to keep a subscription list book for that purpose and the same shall be open to inspection by the creditors and members of the association, at all reasonable times: Provided, That nothing herein contained shall be construed to exempt the members of such partnership association from individual liability for all labor performed for the association.
History:
1877, Act 191, Eff. Aug. 21, 1877 ;-- How. 2366 ;-- CL 1897, 6080 ;-- CL 1915, 7951 ;-- CL 1929, 9910 ;-- CL 1948, 449.302
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 191 of 1877 - Partnership Associations (449.301 - 449.316) › Section 449.303 - Partnership Associations; Limited as Last Word in Name; Effect of Omission.

449.303 Partnership associations; limited as last word in name; effect of omission.
Sec. 3.
The word “limited” shall be the last word of the name of every partnership association formed under the provisions of this act; and every such association shall paint or affix, and shall keep painted or affixed, its name on the outside of every office or place in which the business of the association is carried on, in a conspicuous position, in letters easily legible, and shall have its full name mentioned in legible characters in all notices, advertisements, and other official publications of such association, and in all bills of exchange, promissory notes, checks, orders for money, bills of lading, invoices, receipts, letters, and other writings used in the transaction of the business of the partnership association: Provided, That the omission of the word “limited” in the use of the name of the partnership association shall render each and every member of such partnership liable for any indebtedness, damage, or liability arising therefrom.
History:
1877, Act 191, Eff. Aug. 21, 1877 ;-- How. 2367 ;-- CL 1897, 6081 ;-- CL 1915, 7952 ;-- CL 1929, 9911 ;-- CL 1948, 449.303