Michigan Compiled Laws
Chapter 449 - Partnerships

Section 449.6 - Partnership; Definition; Effect of Act as to Prior and Limited Partnerships. - Sec. 6. (Partnership defined). (1) A partnership is an association...

Section 449.7 - Rules for Determining Existence of Partnership. - Sec. 7. (Rules for determining the existence of a partnership)....

Section 449.8 - Partnership Property; Definition. - Sec. 8. (Partnership property). (1) All property originally brought into...

72-1917-III - Part III Relations of Partners to Persons Dealing With the Partnership. (449.9...449.17)

Section 449.9 - Partner as Agent of Partnership Relative to Partnership Business. - Sec. 9. (Partner agent of partnership as to partnership business)....

Section 449.10 - Real Property of Partnership; Conveyance of Title. - Sec. 10. (Conveyance of real property of the partnership). (1)...

Section 449.11 - Partnership; Effect of Admission of Partner. - Sec. 11. (Partnership bound by admission of partner). An admission...

Section 449.12 - Partnership; Effect of Knowledge of or Notice to Partner. - Sec. 12. (Partnership charged with knowledge of or notice to...

Section 449.13 - Partnership; Liability for Wrongful Acts of Partner. - Sec. 13. (Partnership bound by partner's wrongful act). Where, by...

Section 449.14 - Partnership; Effect of Partner's Breach of Trust. - Sec. 14. (Partnership bound by partner's breach of trust). The...

Section 449.15 - Partners; Joint and Severable Liability. - Sec. 15. (Nature of partner's liability). Except as otherwise provided...

Section 449.16 - Partnership by Estoppel; Liability. - Sec. 16. (Partner by estoppel). (1) When a person, by...

Section 449.17 - Incoming Partner; Liability. - Sec. 17. (Liability of incoming partner). A person admitted as...

72-1917-IV - Part IV Relations of Partners to One Another. (449.18...449.23)

Section 449.18 - Rules for Determining Rights and Duties of Partners. - Sec. 18. (Rules determining rights and duties of partners). The...

Section 449.19 - Partnership Books; Location, Accessibility. - Sec. 19. (Partnership books). The partnership books shall be kept,...

Section 449.20 - Partner; Duty to Render Information. - Sec. 20. (Duty of partners to render information). Partners shall...

Section 449.21 - Partner; Accountability as Fiduciary. - Sec. 21. (Partner accountable as a fiduciary). (1) Every partner...

Section 449.22 - Partner; Right to Formal Account. - Sec. 22. (Right to an account). Any partner shall have...

Section 449.23 - Partnership; Continuation Beyond Fixed Term. - Sec. 23. (Continuation of partnership beyond fixed term). (1) When...

72-1917-V - Part V Property Rights of a Partner. (449.24...449.28)

Section 449.24 - Partner; Extent of Property Rights. - Sec. 24. (Extent of property rights of a partner). The...

Section 449.25 - Partner; Rights in Specific Partnership Property. - Sec. 25. (Nature of a partner's right in specific partnership...

Section 449.26 - Partner; Interest in Partnership as Personal Property. - Sec. 26. (Nature of partner's interest in the partnership). A...

Section 449.27 - Partner's Interest; Assignment, Effect. - Sec. 27. (Assignment of partner's interest). (1) A conveyance by...

Section 449.28 - Partner's Interest; Subject to Charging Order. - Sec. 28. (Partner's interest subject to charging order). (1) On...

72-1917-VI - Part VI Dissolution and Winding Up. (449.29...449.48)

Section 449.29 - Dissolution of Partnership; Definition. - Sec. 29. (Dissolution defined). The dissolution of a partnership is...

Section 449.30 - Dissolution; Partnership Not Terminated. - Sec. 30. (Partnership not terminated by dissolution). On dissolution the...

Section 449.31 - Dissolution; Causes. - Sec. 31. (Causes of dissolution). Dissolution is caused: (1) Without...

Section 449.32 - Dissolution; Decree of Court. - Sec. 32. (Dissolution by decree of court). (1) On application...

Section 449.33 - Dissolution; Effect as to Authority of Partner. - Sec. 33. (General effect of dissolution on authority of partner)....

Section 449.34 - Dissolution; Liability of Partner. - Sec. 34. (Right of partner to contribution from copartners after...

Section 449.35 - Dissolution; Power of Partner to Bind Partnership. - Sec. 35. (Power of partner to bind partnership to third...

Section 449.36 - Dissolution; Effect as to Partner's Existing Liability. - Sec. 36. (Effect of dissolution on partner's existing liability). (1)...

Section 449.37 - Dissolution; Rights of Partner to Wind Up Partnership Affairs. - Sec. 37. (Right to wind up). Unless otherwise agreed, the...

Section 449.38 - Dissolution; Rights of Partner to Application of Partnership Property. - Sec. 38. (Rights of partners to application of partnership property)....

Section 449.39 - Dissolution; Rights of Partner When Partnership Dissolved for Fraud or Misrepresentation. - Sec. 39. (Rights where partnership is dissolved for fraud or...

Section 449.40 - Dissolution; Rules for Distribution of Assets and Liabilities. - Sec. 40. (Rules for distribution). In settling accounts between the...

Section 449.41 - Dissolution; Liability of Persons Continuing Business. - Sec. 41. (Liability of persons continuing the business in certain...

Section 449.42 - Dissolution; Rights of Retiring or Deceased Partner When Business Continued. - Sec. 42. (Rights of retiring or estate of deceased partner...

Section 449.43 - Dissolution; Accrual of Rights. - Sec. 43. (Accrual of actions). The right to an account...

Section 449.44 - Limited Liability Partnership; Registration Procedures. - Sec. 44. (1) A partnership may organize as a limited...

Section 449.45 - Registered Limited Liability Partnership; Name. - Sec. 45. The name of a registered limited liability partnership...

Section 449.46 - Registered Limited Liability Partnership; Liability of Partner. - Sec. 46. (1) Except as provided in subsections (2) and...

Section 449.47 - Foreign Limited Liability Partnership. - Sec. 47. (1) A registered limited liability partnership formed under...

Section 449.48 - Registration or Renewal for Limited Liability Partnership; Filing. - Sec. 48. (1) The registration or renewal of a registration...

Act 164 of 1913 - Copartnerships (449.101 - 449.106)

Section 449.101 - Copartnerships; Certificate Required, Filing, Contents. - Sec. 1. No 2 or more persons shall hereafter be...

Section 449.101a - Certificate of Copartnership; Signers Authorized to Conduct Business as Partners for 5 Years; Renewal Certificate; Filing, Fee, Forms, and Duration; Notice; Destruction of Certificate; Imposition of Fees by Certain Charter Counties... - Sec. 1a. (1) The certificate when acknowledged and filed as...

Section 449.101b - Copartnership Certificate; Renewal, Notice. - Sec. 1b. Persons now carrying on business as copartners under...

Section 449.102 - Copartnership Certificate; Name Change, Procedure, Interim Effect. - Sec. 2. In case there shall be at any time...

Section 449.103 - Copartnership Certificate; Certified Copy as Evidence. - Sec. 3. A certified copy of the said certificate, or...

Section 449.104 - Copartnership Certificate; Filing; Assumed Name, Rejection by County Clerk. - Sec. 4. Persons now owning or conducting any such business...

Section 449.104a - Copartnership Under Assumed Name; Change of Business Location Certificate, Attachment. - Sec. 4a. Whenever a copartnership operating under an assumed name...

Section 449.104b - Copartnership Under Assumed Name; Discontinuance of Business Certificate; Use of Name by Others, Objection. - Sec. 4b. Whenever a copartnership operating under an assumed name...

Section 449.105 - Certificates and Renewal Certificates; Alphabetical Index; Indexing and Filing Fee; Cost of Certified Copies. - Sec. 5. The county clerk shall keep an alphabetical index...

Section 449.106 - Violation of Act; Penalty; Effect on Validity and Enforcement of Contracts. - Sec. 6. Any 2 or more persons owning, carrying on...

Act 181 of 1859 - Partners and Joint Debtors; Settlements or Compromises With Creditors (449.151 - 449.155)

Section 449.151 - Copartnerships; Settlements With Creditors; Discharge of Partner Not Party. - Sec. 1. That whenever any firm or copartnership shall be...

Section 449.152 - Settlements With Creditors; Written Discharge by Creditors, Bar to Recovery. - Sec. 2. Every such debtor or debtors making such settlement...

Section 449.153 - Settlements With Creditors; Rights Against Undischarged Partners Not Impaired; Right to Set Off and Defense. - Sec. 3. Such settlement or compromise with the individual member...

Section 449.154 - Settlements With Creditors; Contribution Between Partners. - Sec. 4. Such settlement or compromise of 1 or more...

Section 449.155 - Extension of Act to Joint Debtors. - Sec. 5. The provisions of this act shall extend to...

Act 191 of 1877 - Partnership Associations (449.301 - 449.316)

Section 449.301 - Partnership Associations; Formation; Capital Stock; Articles of Association, Contents, Recording, Certification. - Sec. 1. When any 3 or more persons may desire...

Section 449.302 - Partnership Associations; Liability of Members; Labor Debts. - Sec. 2. The members of any such partnership association shall...

Section 449.303 - Partnership Associations; Limited as Last Word in Name; Effect of Omission. - Sec. 3. The word “limited” shall be the last word...

Section 449.304 - Partnership Associations; Interest, Transfer; Death of Member, Effect; Scope, Limitation. - Sec. 4. Interest in said association shall be personal estate,...

Section 449.305 - Partnership Associations; Meetings, Notice; Managers; Debts and Liabilities; Rules. - Sec. 5. There shall be at least 1 meeting of...

Section 449.306 - Partnership Associations; Division of Profits, Impairment of Capital. - Sec. 6. The association may, from time to time, divide...

Section 449.307 - Partnership Associations; Loan of Credit, Name or Capital, Interest. - Sec. 7. It shall not be lawful for such association...

Section 449.308 - Partnership Associations; Dissolution, Conditions. - Sec. 8. Such association may be dissolved: First, Whenever the...

Section 449.309 - Partnership Associations; Dissolution, Distribution of Property. - Sec. 9. When any such partnership association shall be dissolved...

Section 449.310 - Partnership Associations; Real Estate, Ownership and Conveyance; Service of Process. - Sec. 10. All real estate owned or purchased by any...

Section 449.311 - Saving Clause. - Sec. 11. That no amendment, modification, or repeal of this...

Section 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...

Section 449.313 - Partnership Associations; Annual Report; Time, Contents, Blanks, Examination, Filing; Failure, Duties of Attorney General; Dissolution Notice; Penalties, Collection. - Sec. 13. Every partnership association heretofore or hereafter organized under...

Section 449.314 - Existing Associations; Articles, Filing; Penalty; Franchise Fee. - Sec. 14. Every partnership association heretofore organized, is required to...

Section 449.315 - Existing Associations; Articles, Amendment, Procedure; Evidence. - Sec. 15. Every association organized or existing under the provisions...

Section 449.316 - Existing Associations; Reorganization as Corporation, Procedure; Franchise Fee; Period of Existence. - Sec. 16. Every partnership association now existing, organized under Act...

Act 45 of 1909 - Partnership Associations; Election of Managers (449.351 - 449.351)

Section 449.351 - Partnership Associations; Election of Managers, Procedure, Time, Number. - Sec. 1. In all elections for managers of partnership associations...

Act 105 of 1919 - Partnership Associations Limited (449.371 - 449.373)

Section 449.371 - Partnership Associations Limited; Continuance of Existence, Procedure; Evidence; Franchise Fee. - Sec. 1. Any partnership association limited, organized under the general...

Section 449.372 - Partnership Associations Limited; Renewal, Powers Conferred; Articles and By-Laws, Amendment. - Sec. 2. The renewed term of such partnership association limited...

Section 449.373 - Partnership Associations Limited; Expired Term, Extension. - Sec. 3. Extension after expiration of term. Any such partnership...

Act 213 of 1982 - Michigan Revised Uniform Limited Partnership Act (449.1101 - 449.2108)

Article 1 - (449.1101...449.1109)

Section 449.1101 - Definitions. - Sec. 101. As used in this act, unless the context...

Section 449.1102 - Name of Limited Partnership; Requirements and Restrictions. - Sec. 102. The name of each limited partnership as set...

Section 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...

Section 449.1104 - Transacting Business Under Assumed Name; Certificate. - Sec. 104. (a) A domestic limited partnership may transact its...

Section 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...

Section 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...

Section 449.1107 - Business Which May Be Carried On. - Sec. 107. A limited partnership may carry on any business...

Section 449.1108 - Loans by Partner and Other Transactions With Limited Partnership; Rights and Obligations. - Sec. 108. Except as provided in the partnership agreement, a...

Section 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...

Article 2 - (449.1201...449.1210)

Section 449.1201 - Formation; Certificate of Limited Partnership; Contents; Date of Formation. - Sec. 201. (a) In order to form a limited partnership...

Section 449.1202 - Certificate of Limited Partnership; Amendment; Contents of Certificate of Amendment; Events Necessitating Amendment; Liability; Restated Certificate of Limited Partnership; Effective Date of Amendment. - Sec. 202. (a) A certificate of limited partnership is amended...

Section 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...

Section 449.1204 - Manner of Executing Certificates. - Sec. 204. (a) Each certificate required by this article to...

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. - Sec. 205. If a person required by section 204 to...

Section 449.1206 - Documents; Filing; Submission; Delivery; Endorsement; Return of Copy or Original; Public Inspection; Records or Files; Effective Date of Documents; Forms; Fees. - Sec. 206. (1) A document required or permitted to be...

Section 449.1207 - False Statements in Certificate; Recovery of Damages. - Sec. 207. If any certificate of limited partnership, certificate of...

Section 449.1208 - Certificate on File as Notice of Matters Included Therein. - Sec. 208. The fact that a certificate of limited partnership...

Section 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 449.1210 - Merger or Consolidation of Domestic Limited Partnerships; Plan of Merger or Consolidation; Certificate; Applicable Provisions; Abandonment; Merger or Consolidation of Domestic Limited Partnership With Foreign Limited Partnership; S... - Sec. 210. (1) A domestic limited partnership may merge or...

Article 3 - (449.1301...449.1305)

Section 449.1301 - Admission of Additional Limited Partners. - Sec. 301. (a) After the filing of a limited partnership's...

Section 449.1302 - Voting Rights of Limited Partners. - Sec. 302. Subject to section 303, the partnership agreement may...

Section 449.1303 - Liability of Limited Partner for Obligations of Limited Partnership. - Sec. 303. (a) Except as provided in subsection (d), a...

Section 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...

Section 449.1305 - Rights of Limited Partner. - Sec. 305. Each limited partner has the right to: (1)...

Article 4 - (449.1401...449.1405)

Section 449.1401 - Admission of Additional General Partners. - Sec. 401. After the filing of a limited partnership's original...

Section 449.1402 - Events Causing Cessation as General Partner. - Sec. 402. Except as approved by the specific written consent...

Section 449.1403 - General Partner; Rights and Powers; Restrictions. - Sec. 403. (a) Except as provided in this act or...

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. - Sec. 404. A general partner of a limited partnership may...

Section 449.1405 - Voting Rights of General Partners. - Sec. 405. The partnership agreement may grant to all or...

Article 5 - (449.1501...449.1504)

Section 449.1501 - Contribution of Partner, Form. - Sec. 501. The contribution of a partner may be in...

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. - Sec. 502. (a) Except as provided in the certificate of...

Section 449.1503 - Allocation of Profits and Losses Among Partners; Determining Value of Contributions. - Sec. 503. The profits and losses of a limited partnership...

Section 449.1504 - Allocation of Cash and Other Assets Among Partners; Determining Value of Contributions. - Sec. 504. Distributions of cash or other assets of a...

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. - Sec. 601. Except as provided in this article, a partner...

Section 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...

Section 449.1603 - Right of Limited Partner to Withdraw. - Sec. 603. A limited partner may withdraw from a limited...

Section 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...

Section 449.1605 - Distribution in Cash or in Kind. - Sec. 605. Except as provided in the certificate of limited...

Section 449.1606 - Status and Remedies of Partner as Creditor With Respect to Distribution. - Sec. 606. At the time a partner becomes entitled to...

Section 449.1607 - Distribution; Limitation. - Sec. 607. A partner may not receive a distribution from...

Section 449.1608 - Limited Partner; Liability Following Return of Contribution. - Sec. 608. (a) If a limited partner has received the...

Article 7 - (449.1701...449.1705)

Section 449.1701 - Partnership Interest as Personal Property. - Sec. 701. A partnership interest is personal property. History: 1982,...

Section 449.1702 - Partnership Interest; Assignment; Effect. - Sec. 702. Except as provided in the partnership agreement: (i)...

Section 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...

Section 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...

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. - Sec. 705. If a partner who is an individual dies...

Article 8 - (449.1801...449.1805)

Section 449.1801 - Dissolution of Limited Partnership. - Sec. 801. A limited partnership is dissolved and its affairs...

Section 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...

Section 449.1803 - Action by Attorney General for Dissolution; Grounds; Other Actions. - Sec. 803. (a) The department of attorney general may bring...

Section 449.1804 - Authority to Wind Up Limited Partnership's Affairs. - Sec. 804. Except as provided in the partnership agreement, the...

Section 449.1805 - Distribution of Assets Upon Winding Up. - Sec. 805. Upon the winding up of a limited partnership,...

Article 9 - (449.1901...449.1910)

Section 449.1901 - Foreign Limited Partnership; Governing Laws; Effect of Difference Between Laws on Registration. - Sec. 901. Subject to the state constitution of 1963, (1)...

Section 449.1902 - Registration Required; Application. - Sec. 902. Before transacting business in this state, a foreign...

Section 449.1903 - Certificate of Registration; Issuance; Return to Applicant. - Sec. 903. (a) If the administrator finds that an application...

Section 449.1904 - Registration of Name. - Sec. 904. A foreign limited partnership may register with the...

Section 449.1905 - Correction of False or Inaccurate Statements in Application for Registration. - Sec. 905. If any statement in the application for registration...

Section 449.1906 - Cancellation of Registration; Effect. - Sec. 906. A foreign limited partnership may cancel its registration...

Section 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...

Section 449.1908 - Action to Restrain Foreign Limited Partnership From Transacting Business in State. - Sec. 908. The department of attorney general may bring an...

Section 449.1909 - Activities Not Considered to Be Transacting Business in State. - Sec. 909. (a) Without excluding other activities which may not...

Section 449.1910 - Making or Participating in Certain Loans Without Registering in State. - Sec. 910. A foreign limited partnership may acquire or, through...

Article 10 - (449.2001...449.2005)

Section 449.2001 - Limited Partner; Right to Bring Action to Recover Judgment. - Sec. 1001. A limited partner may bring an action in...

Section 449.2002 - Status of Plaintiff in Derivative Action. - Sec. 1002. In a derivative action, the plaintiff must be...

Section 449.2003 - Complaint in Derivative Action; Contents. - Sec. 1003. In a derivative action, the complaint shall set...

Section 449.2004 - Discontinuance, Compromise, or Settlement of Derivative Action; Court Approval; Notice; Costs. - Sec. 1004. An action authorized by section 1001 shall not...

Section 449.2005 - Awarding Expenses to Plaintiff in Successful Derivative Action; Remittance to Limited Partnership of Remainder of Proceeds; Exception; Action Brought Without Reasonable Cause; Payment of Defendants' Expenses by Plaintiff. - Sec. 1005. (a) If a derivative action is successful, in...

Article 11 - (449.2101...449.2108)

Section 449.2101 - Application and Construction of Act. - Sec. 1101. This act shall be so applied and construed...

Section 449.2102 - Short Title. - Sec. 1102. This act shall be known and may be...

Section 449.2103 - Severability. - Sec. 1103. If any provision of this act or its...

Section 449.2104 - Effective Date; Repeal of MCL 449.201 to 449.231. - Sec. 1104. The effective date of this act is January...

Section 449.2105 - Effect of Act on Existing Limited Partnerships. - Sec. 1105. (a) A limited partnership formed under any other...

Section 449.2106 - Case Not Provided for in Act Governed by MCL 449.1 to 449.43. - Sec. 1106. In any case not provided for in this...

Section 449.2107 - Fee Schedule; Payment; Other Charges; Deposit and Use of Fees. - Sec. 1107. (a) The fees to be paid to the...

Section 449.2108 - Effective Date. - Sec. 1108. This act shall take effect January 1, 1983....

<< Previous

Next >>

Michigan Compiled Laws Chapter 449 - Partnerships

Michigan Compiled Laws
Chapter 449 - Partnerships