reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 191 of 1877 - Partnership Associations (449.301 - 449.316) › Section 449.304 - Partnership Associations; Interest, Transfer; Death of Member, Effect; Scope, Limitation.

449.304 Partnership associations; interest, transfer; death of member, effect; scope, limitation.
Sec. 4.
Interest in said association shall be personal estate, and may be transferred under such rules and regulations as the association may prescribe, but no transferee of any interest, or the representatives of any decedent, or of any insolvent shall be entitled thereafter to any participation in the subsequent business of said association, unless he or she be elected thereto by a vote of a majority of the members in number and value of their interests, and any change of ownership, whether by sale, death, bankruptcy, or otherwise, which shall not be followed by election to the association, shall entitle the owner only to his interest in the association at a price and upon terms to be mutually agreed upon, and in default of such agreement the price and terms shall be fixed by an appraiser appointed by the circuit court of the county where such association has its principal office, subject to the approval of said court: Provided, That it may be stipulated and agreed in the statement in writing by which said association is organized, or by amendment filed thereafter, that on the death of any member his interest, if the representatives of his estate so elect, shall continue in the association during the continuance thereof and that the representatives of his estate may select some person who shall thereupon become a member of such association in place of such deceased member, with all his rights, privileges and responsibilities: Provided, however, That nothing herein contained shall affect the right of members to transfer their interest in associations heretofore organized under the provisions of Act 192 of the Public Acts of 1877, as amended.
History:
1877, Act 191, Eff. Aug. 21, 1877 ;-- Am. 1881, Act 216, Imd. Eff. June 3, 1881 ;-- How. 2368 ;-- Am. 1885, Act 21, Imd. Eff. Mar. 17, 1885 ;-- CL 1897, 6082 ;-- Am. 1903, Act 244, Imd. Eff. June 18, 1903 ;-- CL 1915, 7953 ;-- CL 1929, 9912 ;-- CL 1948, 449.304
Compiler's Notes:
The reference at the end of this section to "Act 192 of the Public Acts of 1877" should evidently be to "Act 191 of the Public Acts of 1877."
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 191 of 1877 - Partnership Associations (449.301 - 449.316) › Section 449.305 - Partnership Associations; Meetings, Notice; Managers; Debts and Liabilities; Rules.

449.305 Partnership associations; meetings, notice; managers; debts and liabilities; rules.
Sec. 5.
There shall be at least 1 meeting of the members of the association in each year, written notice of which shall be duly served on each member of the association 10 days prior to said meeting, at 1 of which there shall be elected not less than 3 nor more than 7 managers of said association, 1 of whom shall be the chairman, 1 the treasurer and 1 the secretary, who shall hold their respective offices for 1 year and until their successors are duly installed; and no debt shall be contracted nor liability incurred for said association except by 1 or more of said managers, and no liability for an amount exceeding $500.00, except against the person incurring it, shall bind the said association unless reduced to writing and signed by at least 2 managers, except in case of associations for the purpose of buying and selling merchandise, a majority of the interest in such association may select 1 of the managers each year to purchase merchandise required in the business of the association, make contracts and sign notes for the same: Provided, Such power given in writing fully setting forth the extent to which such manager may make purchases and contract debt for the association, which shall be signed by a majority of the members in number and value of their interest, and such power of purchasing and contracting debts shall be strictly limited to the ordinary business of the association: And also provided, That at the time of the formation of such association, rules, not inconsistent with the provisions of this act, may be adopted for the management thereof, which shall only be amended by the consent in writing of 3/4 in number and value of interest.
History:
1877, Act 191, Eff. Aug. 21, 1877 ;-- Am. 1881, Act 216, Imd. Eff. June 3, 1881 ;-- How. 2369 ;-- CL 1897, 6083 ;-- CL 1915, 7954 ;-- CL 1929, 9913 ;-- CL 1948, 449.305 ;-- Am. 1955, Act 146, Eff. Oct. 14, 1955
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 191 of 1877 - Partnership Associations (449.301 - 449.316) › Section 449.306 - Partnership Associations; Division of Profits, Impairment of Capital.

449.306 Partnership associations; division of profits, impairment of capital.
Sec. 6.
The association may, from time to time, divide the profits of its business in such manner and in such an amount as a majority of its managers may determine, which profits so divided shall not at the time diminish or impair the capital of the said association; and any one consenting to a dividend, which shall diminish or impair the capital, shall be liable to any person or persons interested or injured thereby to the amount of such diminution or impairment.
History:
1877, Act 191, Eff. Aug. 21, 1877 ;-- How. 2370 ;-- CL 1897, 6084 ;-- CL 1915, 7954 ;-- CL 1929, 9914 ;-- CL 1948, 449.306
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 191 of 1877 - Partnership Associations (449.301 - 449.316) › Section 449.307 - Partnership Associations; Loan of Credit, Name or Capital, Interest.

449.307 Partnership associations; loan of credit, name or capital, interest.
Sec. 7.
It shall not be lawful for such association to loan its credit, its name, or its capital to any member of said association, and for such loan to any other person or association, the consent in writing of a majority in number and value of interest shall be requisite, and in no case shall the credit of the association be loaned except the regular business of the association is to be directly benefitted thereby.
History:
1877, Act 191, Eff. Aug. 21, 1877 ;-- How. 2371 ;-- CL 1897, 6085 ;-- CL 1915, 7956 ;-- CL 1929, 9915 ;-- CL 1948, 449.307
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 191 of 1877 - Partnership Associations (449.301 - 449.316) › Section 449.308 - Partnership Associations; Dissolution, Conditions.

449.308 Partnership associations; dissolution, conditions.
Sec. 8.
Such association may be dissolved:
First, Whenever the period fixed for the duration of the association expires.
Second, Whenever, by vote of a majority in number and value of interest it shall be so determined, and notice of such winding up shall be given by publication in 2 newspapers published in the proper city or county, at least 4 consecutive weeks; and immediately upon the commencement of said advertising, said association shall cease to carry on its business, except so far as may be required for the beneficial winding up thereof.
History:
1877, Act 191, Eff. Aug. 21, 1877 ;-- How. 2372 ;-- CL 1897, 6086 ;-- CL 1915, 7957 ;-- CL 1929, 9916 ;-- CL 1948, 449.308
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 191 of 1877 - Partnership Associations (449.301 - 449.316) › Section 449.309 - Partnership Associations; Dissolution, Distribution of Property.

449.309 Partnership associations; dissolution, distribution of property.
Sec. 9.
When any such partnership association shall be dissolved by the voluntary action thereof, its property shall be applied and distributed as follows:
First, To the payment of all debts for wages of labor;
Second, To the satisfaction of its other liabilities and indebtedness;
Third, After payment thereof, the same shall be distributed to and among the members thereof, in proportion to their respective interests, in the following manner:
Fourth, 3 liquidating trustees shall be elected by the members of the association, who shall have full power and authority to wind up the concern, and distribute the net assets thereof among the members, under the direction of the circuit court of the proper county.
History:
1877, Act 191, Eff. Aug. 21, 1877 ;-- How. 2373 ;-- CL 1897, 6087 ;-- CL 1915, 7958 ;-- CL 1929, 9917 ;-- CL 1948, 449.309
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 191 of 1877 - Partnership Associations (449.301 - 449.316) › Section 449.310 - Partnership Associations; Real Estate, Ownership and Conveyance; Service of Process.

449.310 Partnership associations; real estate, ownership and conveyance; service of process.
Sec. 10.
All real estate owned or purchased by any association, created under and by virtue of this act, shall be held and owned and conveyance thereof shall be made in the association name; said association shall sue and be sued in their association name; and when suit is brought against any such association, service of process and other papers in such suit prior to appearance therein by defendant, shall be made upon the chairman, secretary or treasurer thereof: Provided, If no such officer reside in the county where the principal office or place or [of] business of such association is located, or no such officer be found in such county within 5 days after the commencement of such suit, service of such process and papers may be made upon such association by service thereof upon any clerk, agent or attorney thereof in its office or place of business named in its articles of incorporation, which service shall be as complete and effective as if made upon each and every member of such association.
History:
1877, Act 191, Eff. Aug. 21, 1877 ;-- How. 2374 ;-- CL 1897, 6088 ;-- Am. 1905, Act 188, Imd. Eff. June 7, 1905 ;-- CL 1915, 7959 ;-- CL 1929, 9918 ;-- CL 1948, 449.310
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 191 of 1877 - Partnership Associations (449.301 - 449.316) › Section 449.311 - Saving Clause.

449.311 Saving clause.
Sec. 11.
That no amendment, modification, or repeal of this act shall affect anything duly done, right acquired, liability incurred or penalty, forfeiture or other punishment incurred or to be incurred, in respect of any offense against the provisions of this act before such amendment, modification, or repeal comes into operation.
History:
1877, Act 191, Eff. Aug. 21, 1877 ;-- How. 2375 ;-- CL 1897, 6089 ;-- CL 1915, 7960 ;-- CL 1929, 9919 ;-- CL 1948, 449.311
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 191 of 1877 - Partnership Associations (449.301 - 449.316) › Section 449.312 - Partnership Associations; Franchise Fee to Accompany Articles of Association; Void Contracts; Specific Tax.

449.312 Partnership associations; franchise fee to accompany articles of association; void contracts; specific tax.
Sec. 12.
Every such partnership association organized after this act takes effect, shall at the time of recording its statement in writing, or articles of association, pay to the secretary of state a franchise fee of 1/2 of 1 mill upon each dollar of its total authorized capital stock, and a proportionate fee upon every subsequent increase thereof; no statement in writing, or articles of association, shall be received by the secretary of state for recording unless accompanied by the fee provided for in this act, and every partnership association heretofore organized which shall hereafter increase its authorized capital, shall pay a franchise fee of 1/2 of 1 mill upon each dollar of such increase of authorized capital, and a proportionate fee upon each subsequent increase thereof: Provided, The fee herein provided shall in no case be less than 5 dollars. All contracts made in this state after the first day of January, 1904 by any partnership association organized after this act becomes operative, which has not first paid the franchise fee required to be paid by this act shall be wholly void. The franchise fee provided by this act shall be deemed and held to be specific taxes and shall be paid into the state treasury, and shall be applied to the objects and purposes prescribed in section 1, article 14 of the constitution of this state.
History:
Add. 1903, Act 244, Imd. Eff. June 18, 1903 ;-- CL 1915, 7961 ;-- CL 1929, 9920 ;-- CL 1948, 449.312
Compiler's Notes:
In this section, “section 1, article 14 of the constitution” refers to the Constitution of 1850. See now Const. 1963, Art. IX, § 1.This section and MCL 449.313 were impliedly repealed by Act 233 of 1923. See Whitney Realty Co. v. Secretary of State, 228 Mich. 96, 199 N.W. 669 (1924).
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 191 of 1877 - Partnership Associations (449.301 - 449.316) › Section 449.314 - Existing Associations; Articles, Filing; Penalty; Franchise Fee.

449.314 Existing associations; articles, filing; penalty; franchise fee.
Sec. 14.
Every partnership association heretofore organized, is required to file a copy of its statement in writing or articles of association, verified by the oath of the secretary of the board of managers or certified by the register of deeds of the county in which said statement or articles were recorded, as a full and true copy of the same with its date of record together with all amendments to such statement or articles if any have been made and recorded, in the office of the secretary of state of this state on or before the first day of January 1904. The officers and managers of every such partnership association failing to file such copy of its statement in writing or articles within the time herein prescribed, shall each be subject to a penalty of 25 dollars, and in addition thereto the sum of 5 dollars for each and every secular day after January first, 1904. Such penalty shall be for the same use, and shall be collected in the same manner, by the attorney general, as prescribed in section 13 of this act: Provided, That partnership associations already organized shall not be required to pay a franchise fee upon their recording articles of association under this act.
History:
Add. 1903, Act 244, Imd. Eff. June 18, 1903 ;-- CL 1915, 7963 ;-- CL 1929, 9922 ;-- CL 1948, 449.314
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 191 of 1877 - Partnership Associations (449.301 - 449.316) › Section 449.315 - Existing Associations; Articles, Amendment, Procedure; Evidence.

449.315 Existing associations; articles, amendment, procedure; evidence.
Sec. 15.
Every association organized or existing under the provisions of this act may, at any annual meeting or any meeting duly called for that purpose by a resolution adopted by a vote of 2/3 in value of interest of its capital stock, amend its articles of association in any manner not inconsistent with the provisions of this act, but such amendments shall not become operative until a copy of such resolutions, signed by the chairman and secretary of the board of managers of such association, shall have been recorded as is provided herein for the recording of the original articles of association when such amendment shall have the same force and effect as though said amendments had been included in the original articles, and a record or copy of the record of such resolution certified as provided in section 1 for the certification of the original articles of association shall be received in all courts of this state as prima facie evidence of the things therein stated.
History:
Add. 1903, Act 244, Imd. Eff. June 18, 1903 ;-- CL 1915, 7964 ;-- CL 1929, 9923 ;-- CL 1948, 449.315
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 191 of 1877 - Partnership Associations (449.301 - 449.316) › Section 449.316 - Existing Associations; Reorganization as Corporation, Procedure; Franchise Fee; Period of Existence.

449.316 Existing associations; reorganization as corporation, procedure; franchise fee; period of existence.
Sec. 16.
Every partnership association now existing, organized under Act No. 191 of the Public Acts of 1877, as amended, being chapter 160 of the Compiled Laws of 1897, may at any time reorganize under any act providing for the incorporation of companies for a purpose or purposes for which such association was organized: Provided, Such reorganization is authorized and directed by a vote of 2/3 in interest of the members holding the capital stock of any such partnership association, at a regular meeting of the members of such association, or at a meeting called expressly for that purpose in accordance with the by-laws or statement in writing by which it was organized. The resolution or other action by which said vote is expressed shall be certified in duplicate by the executive officers of the association so reorganizing, and attached to its articles of incorporation when the same are recorded; and in addition to said resolution or other action the said officers shall certify the name of the association and the date upon which the same was organized under the statute now known as chapter 160 of the Compiled Laws of 1897, and every such association so organized before this act becomes operative may reorganize as herein provided without paying the franchise fee provided in Act No. 182 of the Public Acts of 1891, being section 8574 of the Compiled Laws of 1897: Provided, That the period for the existence of the corporation so organized shall be coincident with the period of existence remaining to the partnership association at the date of its reorganization as above provided.
History:
Add. 1903, Act 244, Imd. Eff. June 18, 1903 ;-- Am. 1911, Act 252, Eff. Aug. 1, 1911 ;-- CL 1915, 7965 ;-- CL 1929, 9924 ;-- CL 1948, 449.316
Compiler's Notes:
For provisions of Act 191 of 1877, referred to in this section, see MCL 449.301 et seq. Act 182 of 1891, referred to in this section, was repealed by Act 309 of 1929.
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 45 of 1909 - Partnership Associations; Election of Managers (449.351 - 449.351) › Section 449.351 - Partnership Associations; Election of Managers, Procedure, Time, Number.

449.351 Partnership associations; election of managers, procedure, time, number.
Sec. 1.
In all elections for managers of partnership associations organized under the provisions of chapter 160 of the Compiled Laws of 1897 and acts amendatory thereto, every member of such partnership association shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there may be managers to be elected, or to cumulate said shares and give 1 candidate as many votes as will equal the number of managers multiplied by the number of his shares of stock; or to distribute them on the same principal among as many candidates as he shall think fit. All such partnership associations shall elect their managers annually, and the entire number of managers shall be balloted for at 1 and the same time and not separately: Provided, That the by-laws of any such partnership association shall not be so amended as to reduce the number of managers of such partnership association, in case the votes of a sufficient number of shares are recorded against such proposed amendment, which, if cumulatively voted as herein provided, would elect 1 or more managers where the same number of shares, if cumulatively voted, would not be sufficient to elect the same number of managers of the reduced board of managers.
History:
1909, Act 45, Eff. Sept. 1, 1909 ;-- CL 1915, 7966 ;-- CL 1929, 9925 ;-- CL 1948, 449.351
Compiler's Notes:
This act was held not repealed by Act 327 of 1921 in Attorney General v. Hill-Davis Co., 261 Mich. 89, 245 N.W. 579 (1932).
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 105 of 1919 - Partnership Associations Limited (449.371 - 449.373) › Section 449.371 - Partnership Associations Limited; Continuance of Existence, Procedure; Evidence; Franchise Fee.

449.371 Partnership associations limited; continuance of existence, procedure; evidence; franchise fee.
Sec. 1.
Any partnership association limited, organized under the general laws of this state whose term is about to expire by limitation, may at any time within 2 years next preceding the expiration of such term, by a vote of at least 2/3 of its capital, at any annual meeting or at any special meeting of its members called for that purpose, direct the continuance of its existence for such further term, not exceeding 20 years from the expiration of its former term, as may be expressed in a resolution for that purpose. Upon the adoption of such resolution at the annual meeting or any special meeting called in accordance with the by-laws of the organization, it shall be the duty of the chairman and secretary to make, sign and acknowledge duplicate articles of association, to which shall be appended a copy of the proceedings of such meeting, certified by the secretary and verified by his oath, which articles of association shall be recorded in the same public offices where the original articles of association of partnership associations limited are required to be recorded, at the expense of said corporation, and the record thereof or a certified copy of such record, shall be prima facie evidence of the facts therein recited: Provided, That such partnership association limited shall at the time of filing such articles of association, pay the same franchise fee as would be required in the case of an original organization of such association.
History:
1919, Act 105, Eff. Aug. 14, 1919 ;-- CL 1929, 9940 ;-- CL 1948, 449.371
Compiler's Notes:
This act was held not repealed by Act 327 of 1921 in Attorney General v. Hill-Davis Co., 261 Mich. 89, 245 N.W. 579 (1932).
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 105 of 1919 - Partnership Associations Limited (449.371 - 449.373) › Section 449.372 - Partnership Associations Limited; Renewal, Powers Conferred; Articles and By-Laws, Amendment.

449.372 Partnership associations limited; renewal, powers conferred; articles and by-laws, amendment.
Sec. 2.
The renewed term of such partnership association limited shall begin from the expiration of its former term, and an association which has thus been renewed shall be the same association and hold and own all the rights, franchises and property held and owned by the association before renewal and be subject to all its liabilities, and have the same members and the same officers. The articles of association and by-laws thereof may be changed or amended by the association in the manner required by law.
History:
1919, Act 105, Eff. Aug. 14, 1919 ;-- CL 1929, 9941 ;-- CL 1948, 449.372
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 105 of 1919 - Partnership Associations Limited (449.371 - 449.373) › Section 449.373 - Partnership Associations Limited; Expired Term, Extension.

449.373 Partnership associations limited; expired term, extension.
Sec. 3.
Extension after expiration of term. Any such partnership association limited whose term has expired but which has not been wound up or dissolved and which has nevertheless, inadvertently continued its active business beyond such term, may with the consent of at least 4/5 of its capital stock renew its existence for such further term not exceeding 20 years from the expiration of its former term in the same manner as is provided in sections 1 and 2 of this act in relation to a partnership association limited, whose term is about to expire and it shall be the duty of the officers and directors de facto, to do and perform all things required of such officers and directors de jure as provided in said sections 1 and 2 in relation to calling a special meeting of the stockholders and members of such partnership association limited and submitting the question to them of renewing its existence and the filing of renewing articles, but no such partnership association limited de facto shall be permitted to renew its existence unless such action is taken within 3 years next after its term has expired, and such renewal shall in nowise relieve such partnership association limited from any penalties that may have accrued against it under any law of this state but such renewal shall entitle the partnership association to all the rights, privileges, immunities and powers conferred upon partnership associations limited, renewing their existence before or at the expiration of their terms.
History:
Add. 1925, Act 25, Eff. Aug. 27, 1925 ;-- CL 1929, 9942 ;-- CL 1948, 449.373
Compiler's Notes:
The catchline following the act section number of this section was incorporated as a part of the section when enacted.
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 1 - (449.1101...449.1109) › Section 449.1101 - Definitions.

449.1101 Definitions.
Sec. 101.
As used in this act, unless the context otherwise requires:
(1) “Administrator” means the chief officer of the Michigan department of commerce or his or her designated representative.
(2) “Certificate of limited partnership” means the certificate, and the certificate as amended or restated, referred to in section 201.
(3) “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in the capacity of a partner.
(4) “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in section 402.
(5) “Foreign limited partnership” means a partnership formed under the laws of any state other than this state and having as partners 1 or more general partners and 1 or more limited partners.
(6) “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.
(7) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement and named in the certificate of limited partnership as a limited partner.
(8) “Limited partnership” and “domestic limited partnership” means a partnership formed by 2 or more persons under the laws of this state and having 1 or more general partners and 1 or more limited partners.
(9) “Partner” means a limited or general partner.
(10) “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.
(11) “Partnership interest” means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
(12) “Person” means a natural person, partnership, domestic or foreign limited partnership, trust, estate, association, or corporation, or any other legal entity.
(13) “State” means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 1 - (449.1101...449.1109) › Section 449.1102 - Name of Limited Partnership; Requirements and Restrictions.

449.1102 Name of limited partnership; requirements and restrictions.
Sec. 102.
The name of each limited partnership as set forth in its certificate of limited partnership:
(1) Shall contain without abbreviation the words “limited partnership”.
(2) May not contain the name of a limited partner unless: (i) the name is also the name of a general partner or the corporate name of a corporate general partner, or (ii) the business of the limited partnership had been carried on under that name before the admission of that limited partner.
(3) May not contain any word or phrase indicating or implying that it is organized other than for a purpose stated in its certificate of limited partnership.
(4) Shall be such as to distinguish it upon the records in the office of the administrator from (i) the name of each other domestic limited partnership, (ii) the name of each foreign limited partnership authorized to transact business in this state and the name under which each such foreign limited partnership has registered in this state, (iii) each name currently reserved under section 103 or assumed under section 104, (iv) the name of each domestic corporation and each foreign corporation authorized to transact business in this state, and (v) each corporate name currently reserved or registered under the business corporation act, Act No. 284 of the Public Acts of 1972, as amended, being sections 450.1101 to 450.2099 of the Michigan Compiled Laws, or a predecessor act and each corporate name assumed under section 217 of the business corporation act, Act No. 284 of the Public Acts of 1972, as amended, being section 450.1217 of the Michigan Compiled Laws.
(5) May not contain the words “corporation” or “incorporated” or any abbreviation or derivative thereof.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 1 - (449.1101...449.1109) › Section 449.1103 - Name of Limited Partnership; Reservation of Exclusive Right to Use; Application; Time Period; Expiration; Extension; Transfer of Right.

449.1103 Name of limited partnership; reservation of exclusive right to use; application; time period; expiration; extension; transfer of right.
Sec. 103.
(a) The exclusive right to the use of a name may be reserved by any of the following:
(1) Any person intending to organize a limited partnership under this act and to adopt that name.
(2) Any domestic limited partnership or any foreign limited partnership registered in this state, which, in either case, intends to adopt that name.
(3) Any foreign limited partnership intending to register in this state and adopt that name.
(4) Any person intending to organize a foreign limited partnership and intending to have the partnership registered in this state and adopt that name.
(b) The reservation shall be made by filing with the administrator an application, executed by the applicant, to reserve a specified name. If the administrator finds that the name is available for use by a domestic or foreign limited partnership, and all filing fees required by law have been paid, he or she shall reserve the name for the exclusive use of the applicant for a period expiring at the end of the fourth full calendar month following the month in which the application was filed. The administrator, for good cause shown, may extend the reservation for periods of not more than 2 calendar months each. Not more than 2 extensions shall be granted. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the administrator a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.
History:
1982, Act 213, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 449 - Partnerships › Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108) › Article 1 - (449.1101...449.1109) › Section 449.1104 - Transacting Business Under Assumed Name; Certificate.

449.1104 Transacting business under assumed name; certificate.
Sec. 104.
(a) A domestic limited partnership may transact its business under any assumed name or names other than its name as set forth in its certificate of limited partnership and a foreign limited partnership may transact its business under any assumed name or names other than the name under which it has registered in this state if not precluded from use by section 102(2), (3), (4), or (5), and the same name may be assumed by 2 or more domestic or foreign limited partnerships participating together in any partnership or joint venture by filing with the administrator a certificate stating the name as set forth in the certificate of limited partnership, in the case of a domestic limited partnership, or under which it has registered in this state, in the case of a foreign limited partnership, and the assumed name under which the business is to be transacted. Such certificate shall be effective for a period expiring on December 31 of the fifth full calendar year following the year in which it was filed, unless sooner terminated by the filing with the administrator of a certificate of termination of assumed name or by the dissolution and the commencement of winding up of a domestic or foreign limited partnership or the filing with the administrator of a certificate of cancellation of registration of a foreign limited partnership. It may be extended for additional consecutive periods of 5 full calendar years each by the filing with the administrator of similar certificates not earlier than 90 days preceding the expiration of any such period. The administrator shall notify the limited partnership of the impending expiration of the certificate of assumed name no later than 90 days before the initial or subsequent 5-year period will expire. This section does not create substantive rights to the use of a particular assumed name.
(b) Each certificate filed pursuant to section 104(a) shall be executed by at least 1 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 1 - (449.1101...449.1109) › Section 449.1105 - Maintenance of Office and Agent for Service of Process; Resignation of Agent; Appointment of Successor.

449.1105 Maintenance of office and agent for service of process; resignation of agent; appointment of successor.
Sec. 105.
(a) Each limited partnership shall continuously maintain in this state both of the following:
(1) An office, which may be but need not be a place of its business in this state, at which shall be kept the records required by section 106 to be maintained.
(2) An agent for service of process on the limited partnership, which agent must be an individual resident of this state, a domestic corporation, or a foreign corporation authorized to do business in this state.
(b) An agent for service of process on a domestic or foreign limited partnership may resign by filing a written notice thereof with a general partner of such domestic or foreign limited partnership and with the administrator. The general partners shall promptly appoint a successor agent and shall promptly cause the certificate of limited partnership to be amended, in the case of a domestic limited partnership, or a certificate pursuant to section 905 to be filed, in the case of a foreign limited partnership, to reflect such appointment. The appointment of the resigning agent terminates upon the (i) appointment of a successor and the filing of a certificate of amendment or restated certificate of limited partnership, in the case of a domestic limited partnership, or a certificate pursuant to section 905, in the case of a foreign limited partnership, reflecting such appointment, or (ii) expiration of 30 days after receipt of the notice by the administrator, whichever first occurs.
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 1 - (449.1101...449.1109) › Section 449.1106 - Records Required to Be Kept at Office; Inspection and Copying by Partner or Representative.

449.1106 Records required to be kept at office; inspection and copying by partner or representative.
Sec. 106.
Each limited partnership shall keep at the office referred to in section 105(a)(1) all of the following: (1) a current list of the full name and last known business or residence address of each partner, specifying separately the general partners and limited partners and set forth in alphabetical order within each category; (2) a copy of the certificate of limited partnership and all certificates of amendment to that certificate, restated certificates of limited partnership and certificates filed pursuant to section 104(a), together with executed copies of any powers of attorney pursuant to which any certificate has been executed; (3) copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the 3 most recent years; and (4) copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the 3 most recent years. Records required to be kept by this section are subject to inspection and copying by any partner or his or her designated representative during ordinary business hours, at the reasonable request and at the expense of such 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 1 - (449.1101...449.1109) › Section 449.1107 - Business Which May Be Carried On.

449.1107 Business which may be carried on.
Sec. 107.
A limited partnership may carry on any business that a partnership without limited partners may carry on except as otherwise provided by law.
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 1 - (449.1101...449.1109) › Section 449.1108 - Loans by Partner and Other Transactions With Limited Partnership; Rights and Obligations.

449.1108 Loans by partner and other transactions with limited partnership; rights and obligations.
Sec. 108.
Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect to the limited partnership as a person who is not a partner.
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 1 - (449.1101...449.1109) › Section 449.1109 - Agreement to Pay Interest in Excess of Legal Rate; Defense of Usury Prohibited.

449.1109 Agreement to pay interest in excess of legal rate; defense of usury prohibited.
Sec. 109.
A domestic or foreign limited partnership, whether or not formed at the request of a lender, may by agreement in writing, and not otherwise, agree to pay a rate of interest in excess of the legal rate, and in such case the defense of usury is prohibited. This section shall not be construed as allowing a domestic or foreign limited partnership to pay a rate of interest in excess of the rate set forth in Act No. 259 of the Public Acts of 1968, being sections 438.41 and 438.42 of the Michigan Compiled Laws.
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 2 - (449.1201...449.1210) › Section 449.1201 - Formation; Certificate of Limited Partnership; Contents; Date of Formation.

449.1201 Formation; certificate of limited partnership; contents; date of formation.
Sec. 201.
(a) In order to form a limited partnership 2 or more persons shall execute a certificate of limited partnership. The certificate shall be filed in the office of the administrator and set forth all of the following:
(1) The name of the limited partnership.
(2) The general character of its business.
(3) The address of the office and the name and address of the agent for service of process required to be maintained by section 105(a).
(4) The name and the business or residence address of each partner, specifying separately the general partners and limited partners.
(5) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each limited partner and which each limited partner has agreed to contribute in the future.
(6) The times at which or events on the happening of which any additional contributions agreed to be made by each limited partner are to be made.
(7) Any power of a limited partner to grant the right to become a limited partner to an assignee of any part of his or her partnership interest, and the terms and conditions of the power.
(8) If agreed upon, the time at which or the events on the happening of which a partner may terminate his or her membership in the limited partnership and, in the case of a limited partner, the amount of, or the method of determining, the distribution to which such limited partner may be entitled respecting his or her partnership interest, and the terms and conditions of the termination and distribution.
(9) Any right of a limited partner to receive distributions of property, including cash from the limited partnership.
(10) Any right of a limited partner to receive, or of a general partner to make to a limited partner, distributions which include a return of all or any part of the limited partner's contribution.
(11) Any time at which or events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.
(12) Any right of the remaining general partners to continue the business on the happening of an event of withdrawal of a general partner.
(13) Any other matters the partners determine to include in the certificate of limited partnership.
(b) A limited partnership is formed on the effective date of the certificate of limited partnership as provided in section 206.
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 2 - (449.1201...449.1210) › Section 449.1203 - Certificate of Limited Partnership; Cancellation; Contents of Certificate of Cancellation; Effective Date of Cancellation.

449.1203 Certificate of limited partnership; cancellation; contents of certificate of cancellation; effective date of cancellation.
Sec. 203.
(a) A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the administrator and shall set forth all of the following:
(1) The name of the limited partnership.
(2) The date of filing of its original certificate of limited partnership.
(3) The reason for filing the certificate of cancellation.
(4) Any other information the general partners filing the certificate determine.
(b) The certificate of limited partnership is canceled on the effective date of the certificate of cancellation as provided in section 206.
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 2 - (449.1201...449.1210) › Section 449.1204 - Manner of Executing Certificates.

449.1204 Manner of executing certificates.
Sec. 204.
(a) Each certificate required by this article to be filed in the office of the administrator shall be executed in the following manner:
(1) An original certificate of limited partnership shall be signed by all partners named in the certificate.
(2) A certificate of amendment or a restated certificate of limited partnership shall be signed by at least 1 general partner and by each other partner designated in the certificate as a new partner or whose contribution is described as having been increased.
(3) A certificate of cancellation shall be signed by at least 1 general partner.
(b) Any person may sign any certificate required or permitted to be filed under this act by an attorney in fact.
(c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated in the certificate are true.
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 2 - (449.1201...449.1210) › Section 449.1205 - Failure to Execute Certificate; Circuit Court Proceedings; Court-Ordered Certificate; Assessment of Court Costs and Attorney Fees; Effective Date of Court-Ordered Amendment or Cancellation.

449.1205 Failure to execute certificate; circuit court proceedings; court-ordered certificate; assessment of court costs and attorney fees; effective date of court-ordered amendment or cancellation.
Sec. 205.
If a person required by section 204 to execute a certificate of amendment, a restated certificate of limited partnership, or a certificate of cancellation fails or refuses to do so, any other partner, and any assignee of a partnership interest, who is adversely affected by the failure or refusal, may petition the circuit court of the county in which the office referred to in section 105(a)(1) is located to direct the amendment, restatement, or cancellation. If the court finds that the amendment, restatement, or cancellation is proper and that any person so designated has failed or refused to execute the certificate, it shall order the administrator to record an appropriate certificate of amendment, restated certificate of limited partnership, or certificate of cancellation, and the court may require the person who has failed or refused to execute the certificate to pay to the petitioner the reasonable expenses, including court costs and fees of attorneys, incurred by him or her with respect to the proceedings. The certificate of limited partnership is amended on the effective date of the certificate of amendment or restated certificate of limited partnership effecting an amendment, and the certificate of limited partnership is canceled on the effective date of the certificate of cancellation, as provided in section 206.
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 2 - (449.1201...449.1210) › Section 449.1207 - False Statements in Certificate; Recovery of Damages.

449.1207 False statements in certificate; recovery of damages.
Sec. 207.
If any certificate of limited partnership, certificate of amendment, restated certificate of limited partnership, or certificate of cancellation contains a false statement, a person who suffers loss by reliance on the statement may recover damages for the loss from any of the following:
(1) Any person who executes the certificate, or causes another to execute it on his or her behalf, and knew the statement to be false at the time the certificate was executed.
(2) Any general partner who thereafter knows that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under section 205. However, the provisions of this subsection are subject in all respects to the provisions of section 202(e).
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 2 - (449.1201...449.1210) › Section 449.1208 - Certificate on File as Notice of Matters Included Therein.

449.1208 Certificate on file as notice of matters included therein.
Sec. 208.
The fact that a certificate of limited partnership is on file in the office of the administrator is notice that the partnership is a limited partnership and the persons designated therein as limited partners are limited partners, and is notice of the matters included therein that are specified in section 201(a)(1) to (12) or that are included therein pursuant to any other section of this act, but it is not notice of any other fact.
History:
1982, Act 213, Eff. Jan. 1, 1983