Michigan Laws 449.1801 – Dissolution of limited partnership
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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.
Terms Used In Michigan Laws 449.1801
- Certificate of limited partnership: means the certificate, and the certificate as amended or restated, referred to in section 201. See Michigan Laws 449.1101
- 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. See Michigan Laws 449.1101
- 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. See Michigan Laws 449.1101
- in writing: shall be construed to include printing, engraving, and lithographing; except that if the written signature of a person is required by law, the signature shall be the proper handwriting of the person or, if the person is unable to write, the person's proper mark, which may be, unless otherwise expressly prohibited by law, a clear and classifiable fingerprint of the person made with ink or another substance. See Michigan Laws 8.3q
- Partner: means a limited or general partner. See Michigan Laws 449.1101
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
(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.