reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 2 - (449.1201...449.1210) › Section 449.1209 - Delivery of Copy of Certificate to Limited Partners Upon Return of Certificate by Administrator.

449.1209 Delivery of copy of certificate to limited partners upon return of certificate by administrator.
Sec. 209.
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 limited partner unless the partnership agreement provides otherwise.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 3 - (449.1301...449.1305) › Section 449.1301 - Admission of Additional Limited Partners.

449.1301 Admission of additional limited partners.
Sec. 301.
(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 partnership agreement does not so provide, upon the written consent of all partners.
(2) In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 704, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
(b) In each case under subsection (a), the person acquiring the partnership interest becomes a limited partner only upon amendment of the certificate of limited partnership reflecting that fact.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 3 - (449.1301...449.1305) › Section 449.1302 - Voting Rights of Limited Partners.

449.1302 Voting rights of limited partners.
Sec. 302.
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.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 3 - (449.1301...449.1305) › Section 449.1303 - Liability of Limited Partner for Obligations of Limited Partnership.

449.1303 Liability of limited partner for obligations of limited partnership.
Sec. 303.
(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, if the limited partner's participation in the control of the business is not substantially the same as the exercise of the powers of a general partner, the limited partner is liable only to persons who transact business with the limited partnership with actual knowledge of the limited partner's participation in control.
(b) A limited partner does not participate in the control of the business within the meaning of subsection (a) solely by doing 1 or more of the following:
(1) Being a contractor for or an agent or employee of the limited partnership or of a general partner.
(2) Consulting with and advising a general partner with respect to the business of the limited partnership.
(3) Acting as surety for the limited partnership.
(4) Approving or disapproving an amendment to the partnership agreement.
(5) Approving or disapproving a transaction involving an actual or potential conflict of interest between a general partner and the limited partnership.
(6) Requesting or attending a meeting of partners.
(7) Voting on 1 or more of the following matters:
(i) The dissolution and winding up of the limited partnership.
(ii) The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited partnership other than in the ordinary course of its business.
(iii) The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business.
(iv) A change in the nature of the business.
(v) The removal of a general partner.
(c) The enumeration in subsection (b) does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by the limited partner in the business of the limited partnership.
(d) A limited partner who knowingly permits his or her name to be used in the name of the limited partnership, except under circumstances permitted by section 102(2)(i), is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 3 - (449.1301...449.1305) › Section 449.1304 - Liability of Person Erroneously but in Good Faith Believing He or She Is Limited Partner.

449.1304 Liability of person erroneously but in good faith believing he or she is limited partner.
Sec. 304.
(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 contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, the person does either of the following:
(1) Causes an appropriate certificate of limited partnership, certificate of amendment, or restated certificate of limited partnership to be executed and filed.
(2) Withdraws from future equity participation in the enterprise. With respect to any limited partnership for which a certificate of limited partnership has been filed, the withdrawal may be accomplished by executing and filing with the office of the administrator a certificate declaring withdrawal under this section.
(b) A person who makes a contribution of the kind described in subsection (a) is liable as a general partner to any third party who transacts business with the enterprise: (i) before the person withdraws and an appropriate certificate is filed to show withdrawal or (ii) before an appropriate certificate is filed to show the person's status as a limited partner and, in the case of an amendment, after expiration of the 60-day period for filing an amendment relating to the person as a limited partner under section 202, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
History:
1982, Act 213, Eff. Jan. 1, 1983 ;-- Am. 1986, Act 100, Eff. July 1, 1986
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 3 - (449.1301...449.1305) › Section 449.1305 - Rights of Limited Partner.

449.1305 Rights of limited partner.
Sec. 305.
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 state of the business and financial condition of the limited partnership, (ii) promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year, and (iii) other information regarding the affairs of the limited partnership as is just and reasonable.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 4 - (449.1401...449.1405) › Section 449.1401 - Admission of Additional General Partners.

449.1401 Admission of additional general partners.
Sec. 401.
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.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 4 - (449.1401...449.1405) › Section 449.1403 - General Partner; Rights and Powers; Restrictions.

449.1403 General partner; rights and powers; restrictions.
Sec. 403.
(a) Except as provided in this act or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.
(b) Except as provided in this act, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this act or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
History:
1982, Act 213, Eff. Jan. 1, 1983 ;-- Am. 1986, Act 100, Eff. July 1, 1986
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 4 - (449.1401...449.1405) › Section 449.1404 - General Partner; Right to Contribute to Partnership and Share in Profits and Losses as General or Limited Partner; Rights, Powers, Restrictions, and Liabilities of One Person as Both General and Limited Partner.

449.1404 General partner; right to contribute to partnership and share in profits and losses as general or limited partner; rights, powers, restrictions, and liabilities of one person as both general and limited partner.
Sec. 404.
A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his or her participation in the partnership as a limited partner.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 4 - (449.1401...449.1405) › Section 449.1405 - Voting Rights of General Partners.

449.1405 Voting rights of general partners.
Sec. 405.
The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 5 - (449.1501...449.1504) › Section 449.1501 - Contribution of Partner, Form.

449.1501 Contribution of partner, form.
Sec. 501.
The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 5 - (449.1501...449.1504) › Section 449.1502 - Obligation of Limited Partner to Contribute; Obligation Upon Failure to Contribute; Compromise of Obligation; Creditor Enforcement of Original Obligation; Obligation of General Partner to Contribute.

449.1502 Obligation of limited partner to contribute; obligation upon failure to contribute; compromise of obligation; creditor enforcement of original obligation; obligation of general partner to contribute.
Sec. 502.
(a) Except as provided in the certificate of limited partnership, a limited partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if the limited partner is unable to perform because of death, disability, or any other reason. If a limited partner does not make the required contribution of property or services, the limited partner is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the certificate of limited partnership, of the stated contribution that has not been made, in addition to any other rights that the limited partnership may have against such limited partner under the partnership agreement or applicable law.
(b) Unless otherwise provided in the partnership agreement, the obligation of a limited partner to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit, or whose claim arises, after the filing of the certificate of limited partnership or an amendment to the certificate which, in either case, reflects the obligation, and before the amendment or cancellation of the certificate to reflect the compromise, may enforce the original obligation.
(c) The obligation of a general partner to the limited partnership to contribute cash or property or perform services shall be as provided in the partnership agreement.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 5 - (449.1501...449.1504) › Section 449.1503 - Allocation of Profits and Losses Among Partners; Determining Value of Contributions.

449.1503 Allocation of profits and losses among partners; determining value of contributions.
Sec. 503.
The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not provide for an allocation, profits and losses shall be allocated on the basis of the value of the contributions made by each partner to the extent they have been received by the partnership and have not been returned. For purposes of this section, the value of the contributions made by each limited partner shall be as stated in the certificate of limited partnership, and the value of the contributions made by each general partner shall be as stated in the partnership agreement, and if the partnership agreement does not so state, the value of the contributions made by each general partner shall be as stated in the books and records of the partnership or determined by any other reasonable method.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 5 - (449.1501...449.1504) › Section 449.1504 - Allocation of Cash and Other Assets Among Partners; Determining Value of Contributions.

449.1504 Allocation of cash and other assets among partners; determining value of contributions.
Sec. 504.
Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not provide for an allocation, distributions shall be made on the basis of the value of the contributions made by each partner to the extent the contributions have been received by the partnership and have not been returned. For purposes of this section, the value of the contributions made by each limited partner shall be as stated in the certificate of limited partnership, and the value of the contributions made by each general partner shall be as stated in the partnership agreement, and if the partnership agreement does not so state, the value of the contributions made by each general partner shall be as stated in the books and records of the partnership or determined by any other reasonable method.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 6 - (449.1601...449.1608) › Section 449.1601 - Right of Partner to Receive Distributions Before Partner's Withdrawal From Partnership and Before Dissolution and Winding Up of Partnership.

449.1601 Right of partner to receive distributions before partner's withdrawal from partnership and before dissolution and winding up of partnership.
Sec. 601.
Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before the partner's withdrawal from the limited partnership and before the dissolution and winding up of the limited partnership:
(1) To the extent and at the times or upon the happening of the events specified in the partnership agreement.
(2) If any distribution to a limited partner constitutes a return of any part of the limited partner's contribution under section 608(c), to the extent and at the times or upon the happening of the events specified in the certificate of limited partnership.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 6 - (449.1601...449.1608) › Section 449.1602 - Right of General Partner to Withdraw; Recovery by Limited Partner for Breach of Partnership Agreement.

449.1602 Right of general partner to withdraw; recovery by limited partner for breach of partnership agreement.
Sec. 602.
A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to the withdrawing general partner.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 6 - (449.1601...449.1608) › Section 449.1603 - Right of Limited Partner to Withdraw.

449.1603 Right of limited partner to withdraw.
Sec. 603.
A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the certificate of limited partnership, but not before, and in accordance with the partnership agreement. If the certificate does not specify the time or the events upon the happening of which a limited partner may withdraw but does specify a definite time for the dissolution and winding up of the limited partnership, a limited partner may not withdraw prior to the dissolution and winding up of the limited partnership. If the certificate does not specify the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than 6 months' prior written notice to each general partner at his or her address on the books of the limited partnership at its office in this state.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 6 - (449.1601...449.1608) › Section 449.1604 - Right of Withdrawing Partner to Receive Distribution and Fair Value of Partnership Interest.

449.1604 Right of withdrawing partner to receive distribution and fair value of partnership interest.
Sec. 604.
Except as provided in this article, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he or she is entitled under the partnership agreement and, if not otherwise provided in the agreement, the withdrawing partner is entitled to receive, within a reasonable time after withdrawal, the fair value of his or her interest in the limited partnership as of the date of withdrawal, based upon the withdrawing partner's right to share in distributions from the limited partnership.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 6 - (449.1601...449.1608) › Section 449.1605 - Distribution in Cash or in Kind.

449.1605 Distribution in cash or in kind.
Sec. 605.
Except as provided in the certificate of limited partnership, a limited partner, and except as provided in the partnership agreement, a general partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him or her exceeds a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the limited partnership.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 6 - (449.1601...449.1608) › Section 449.1606 - Status and Remedies of Partner as Creditor With Respect to Distribution.

449.1606 Status and remedies of partner as creditor with respect to distribution.
Sec. 606.
At the time a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 6 - (449.1601...449.1608) › Section 449.1607 - Distribution; Limitation.

449.1607 Distribution; limitation.
Sec. 607.
A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 6 - (449.1601...449.1608) › Section 449.1608 - Limited Partner; Liability Following Return of Contribution.

449.1608 Limited partner; liability following return of contribution.
Sec. 608.
(a) If a limited partner has received the return of any part of his or her contribution without violation of the partnership agreement or this act, he or she is liable to the limited partnership for a period of 1 year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
(b) If a limited partner has received the return of any part of his or her contribution in violation of the partnership agreement or this act, he or she is liable to the limited partnership for a period of 6 years thereafter for the amount of the contribution wrongfully returned.
(c) A limited partner receives a return of his or her contribution to the extent that a distribution to the limited partner reduces his or her share of the fair value of the net assets of the limited partnership below the value, as set forth in the certificate of limited partnership, of the limited partner's contribution which has not been distributed to the limited partner.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 7 - (449.1701...449.1705) › Section 449.1701 - Partnership Interest as Personal Property.

449.1701 Partnership interest as personal property.
Sec. 701.
A partnership interest is personal property.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 7 - (449.1701...449.1705) › Section 449.1702 - Partnership Interest; Assignment; Effect.

449.1702 Partnership interest; assignment; effect.
Sec. 702.
Except as provided in the partnership agreement: (i) a partnership interest is assignable in whole or in part; (ii) an assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner; (iii) an assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 7 - (449.1701...449.1705) › Section 449.1703 - Charging Partnership Interest With Payment of Unsatisfied Amount of Judgment; Rights of Judgment Creditor; Exemptions.

449.1703 Charging partnership interest with payment of unsatisfied amount of judgment; rights of judgment creditor; exemptions.
Sec. 703.
Upon application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This act does not deprive any partner of the benefit of any exemptions provided by law applicable to his or her partnership interest.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 7 - (449.1701...449.1705) › Section 449.1704 - Assignee; Right to Become Limited Partner; Rights, Powers, Restrictions, and Liabilities of Assignee Who Becomes Limited Partner.

449.1704 Assignee; right to become limited partner; rights, powers, restrictions, and liabilities of assignee who becomes limited partner.
Sec. 704.
(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (1) the assignor gives the assignee that right in accordance with authority described in the certificate of limited partnership, or (2) all other partners consent.
(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this act. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make and return contributions as provided in article 6. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner and which could not be ascertained from the certificate of limited partnership.
(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his or her liability to the limited partnership under sections 207 and 502.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 7 - (449.1701...449.1705) › Section 449.1705 - Effect of Death or Adjudication of Disability of Individual Partner; Non-Individual Partner; Effect of Dissolution or Termination of Corporation, Trust, or Other Entity as Partner.

449.1705 Effect of death or adjudication of disability of individual partner; non-individual partner; effect of dissolution or termination of corporation, trust, or other entity as partner.
Sec. 705.
If a partner who is an individual dies or a court of competent jurisdiction adjudges the partner to be unable to manage his or her property or incompetent to manage his or her person or property, the partner's personal representative, executor, administrator, guardian, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling the partner's estate or administering his or her property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity, and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 8 - (449.1801...449.1805) › Section 449.1801 - Dissolution of Limited Partnership.

449.1801 Dissolution of limited partnership.
Sec. 801.
A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
(1) At the time or upon the happening of events specified in the certificate of limited partnership.
(2) Written consent of all partners.
(3) An event of withdrawal of a general partner, unless at the time there is at least 1 other general partner and the certificate of limited partnership permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal, if, within 90 days after the withdrawal, all remaining partners agree in writing to continue the business of the limited partnership and to the appointment of 1 or more additional general partners if necessary or desired.
(4) Entry of a decree of judicial dissolution under section 802 or 803.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 8 - (449.1801...449.1805) › Section 449.1802 - Court-Ordered Dissolution on Application by or for Partner; Grounds; Other Relief; Forwarding Order of Dissolution to Administrator.

449.1802 Court-ordered dissolution on application by or for partner; grounds; other relief; forwarding order of dissolution to administrator.
Sec. 802.
On application by or for a partner the circuit court of the county in which the office referred to in section 105(a)(1) is located may decree dissolution of a limited partnership when it is established that the acts of the general partners or those of the general partners in control of the limited partnership are illegal, fraudulent, or wilfully unfair and oppressive to the limited partnership or to such partner. On application by or for a partner to dissolve a limited partnership on a ground enumerated in this section, the court upon establishment of such ground may make such order or grant such relief, other than dissolution, as it deems appropriate. A copy of a judicial order of dissolution shall be forwarded promptly to the administrator by the person designated by the court.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 8 - (449.1801...449.1805) › Section 449.1803 - Action by Attorney General for Dissolution; Grounds; Other Actions.

449.1803 Action by attorney general for dissolution; grounds; other actions.
Sec. 803.
(a) The department of attorney general may bring an action in the circuit court of the county in which the office referred to in section 105(a)(1) is located for dissolution of a limited partnership upon the ground that the limited partnership has committed any of the following acts:
(1) Procured its organization through fraud.
(2) Repeatedly and wilfully exceeded the authority conferred upon it by law.
(3) Repeatedly and wilfully conducted its business in an unlawful manner.
(b) The enumeration in this section of grounds for dissolution does not exclude any other statutory or common law action by the department of attorney general for dissolution of a limited partnership.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 8 - (449.1801...449.1805) › Section 449.1804 - Authority to Wind Up Limited Partnership's Affairs.

449.1804 Authority to wind up limited partnership's affairs.
Sec. 804.
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the circuit court of the county in which the office referred to in section 105(a)(1) is located may wind up the limited partnership's affairs upon application of, and good cause shown by, any partner, his or her legal representative, or assignee.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 8 - (449.1801...449.1805) › Section 449.1805 - Distribution of Assets Upon Winding Up.

449.1805 Distribution of assets upon winding up.
Sec. 805.
Upon the winding up of a limited partnership, the assets shall be distributed as follows:
(1) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under section 601 or 604.
(2) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under section 601 or 604.
(3) Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 9 - (449.1901...449.1910) › Section 449.1901 - Foreign Limited Partnership; Governing Laws; Effect of Difference Between Laws on Registration.

449.1901 Foreign limited partnership; governing laws; effect of difference between laws on registration.
Sec. 901.
Subject to the state constitution of 1963, (1) the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and (2) a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 9 - (449.1901...449.1910) › Section 449.1902 - Registration Required; Application.

449.1902 Registration required; application.
Sec. 902.
Before transacting business in this state, a foreign limited partnership shall register with the administrator. In order to register, a foreign limited partnership shall submit to the administrator an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth all of the following:
(1) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state.
(2) The state and date of its formation and the names and addresses of the governmental departments, agencies, or authorities in such state with which its certificate of limited partnership is currently on file and from which copies may be obtained.
(3) The general character of the business it proposes to transact in this state.
(4) The name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint. The agent must be an individual resident of this state, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in, this state.
(5) A statement that the administrator is appointed the agent of the foreign limited partnership for service of process if an agent has not been appointed under subdivision (4) or, if appointed, the agent has resigned or the agent's authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence, and the name and business or residence address of a general partner to whom the administrator is to send copies of any process served on the administrator.
(6) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership.
(7) If the certificate of limited partnership filed in the foreign limited partnership's state of organization is not required to include the names and business or residence addresses of the partners, a list of the name and addresses.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 9 - (449.1901...449.1910) › Section 449.1903 - Certificate of Registration; Issuance; Return to Applicant.

449.1903 Certificate of registration; issuance; return to applicant.
Sec. 903.
(a) If the administrator finds that an application for registration conforms to law and all requisite fees have been paid, he or she shall file in his or her office the application and issue a certificate of registration to transact business in this state.
(b) The certificate of registration, together with a true copy of the application or the original thereof, shall be returned to the person who filed the application or the person's representative.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 9 - (449.1901...449.1910) › Section 449.1904 - Registration of Name.

449.1904 Registration of name.
Sec. 904.
A foreign limited partnership may register with the administrator under any name, whether or not it is the name under which it is registered in its state of organization, that includes without abbreviation the words “limited partnership” and that could be registered by a domestic limited partnership formed under this act.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 9 - (449.1901...449.1910) › Section 449.1905 - Correction of False or Inaccurate Statements in Application for Registration.

449.1905 Correction of false or inaccurate statements in application for registration.
Sec. 905.
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the administrator a certificate, signed and sworn to by a general partner, correcting the statement.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 9 - (449.1901...449.1910) › Section 449.1906 - Cancellation of Registration; Effect.

449.1906 Cancellation of registration; effect.
Sec. 906.
A foreign limited partnership may cancel its registration by filing with the administrator a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the administrator to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 9 - (449.1901...449.1910) › Section 449.1907 - Maintaining Court Action in State Before Registration Prohibited; Effect of Transacting Business in State Without Registration.

449.1907 Maintaining court action in state before registration prohibited; effect of transacting business in state without registration.
Sec. 907.
(a) A foreign limited partnership transacting business in this state may not maintain any action or proceeding in any court of this state until it has registered in this state. An action commenced by a foreign limited partnership which has not registered in this state shall not be dismissed if it registers before the order of dismissal. This prohibition applies to:
(1) A successor in interest of the foreign limited partnership, except a receiver, trustee in bankruptcy, or other representative of creditors of the foreign limited partnership.
(2) An assignee of the foreign limited partnership, except an assignee for value who accepts an assignment without knowledge that the foreign limited partnership should have but has not registered in this state.
(b) The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action or proceeding in any court of this state.
(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.
(d) A foreign limited partnership, by transacting business in this state without registration, appoints the administrator as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 9 - (449.1901...449.1910) › Section 449.1908 - Action to Restrain Foreign Limited Partnership From Transacting Business in State.

449.1908 Action to restrain foreign limited partnership from transacting business in state.
Sec. 908.
The department of attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 9 - (449.1901...449.1910) › Section 449.1909 - Activities Not Considered to Be Transacting Business in State.

449.1909 Activities not considered to be transacting business in state.
Sec. 909.
(a) Without excluding other activities which may not constitute transacting business in this state, a foreign limited partnership is not considered to be transacting business in this state, for the purposes of this act, solely because it is carrying on in this state any 1 or more of the following activities:
(1) Maintaining or defending an action or suit or an administrative or arbitrative proceeding, or effecting the settlement thereof or the settlement of a claim or dispute.
(2) Holding meetings of its partners or carrying on any other activities concerning its internal affairs.
(3) Maintaining a bank account.
(4) Maintaining an office or agency for the transfer, exchange, and registration of its securities, or appointing and maintaining a trustee or depository with relation to its securities.
(5) Effecting sales through an independent contractor.
(6) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance without this state before becoming binding contracts.
(7) Borrowing money, with or without security.
(8) Securing or collecting debts or enforcing any right in property securing the same.
(9) Transacting any business in interstate commerce.
(10) Conducting an isolated transaction not in the course of a number of repeated transactions of like nature.
(b) This section does not apply in determining the contacts or activities which may subject a foreign limited partnership to service of process or taxation in this state or to regulation under any other act of this state.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 9 - (449.1901...449.1910) › Section 449.1910 - Making or Participating in Certain Loans Without Registering in State.

449.1910 Making or participating in certain loans without registering in state.
Sec. 910.
A foreign limited partnership may acquire or, through another person entitled to transact business in this state, may make loans, or participations or interests therein, insured or guaranteed in whole or in part by the federal housing administration or the veterans' administration or a successor or similar agency of the federal government, which are secured in whole or in part by mortgages of real property located in this state, and a foreign limited partnership may purchase a loan, or participation or interest therein, secured in whole or in part by a mortgage of real property located in this state, without registering in this state. The failure of such foreign limited partnership to register in this state shall not affect or impair its ownership of such loans or participations or interest therein, or its right to collect and service the same through another person entitled to transact business in this state, or its right to enforce the same or to acquire, hold, protect, convey, lease, and otherwise contract and deal with respect to the property mortgaged as security therefor.
History:
1982, Act 213, Eff. Jan. 1, 1983