Michigan Laws 449.1201 – Formation; certificate of limited partnership; contents; date of formation
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(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.
Terms Used In Michigan Laws 449.1201
- Administrator: means the chief officer of the Michigan department of commerce or his or her designated representative. See Michigan Laws 449.1101
- Certificate of limited partnership: means the certificate, and the certificate as amended or restated, referred to in section 201. See Michigan Laws 449.1101
- 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. 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
- 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. See Michigan Laws 449.1101
- 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.
- 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. See Michigan Laws 449.1101
- Service of process: The service of writs or summonses to the appropriate party.
(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.