Michigan Partnership Agreement

Michigan partnership agreements enable partners to regulate their owner membership, set the rules for the conduct each partner role requires, and fully define their entity. In addition to the partners, a well-crafted agreement fully defines how their business is managed and operates.

Last updated December 27th, 2024

Michigan partnership agreements enable partners to regulate their owner membership, set the rules for the conduct each partner role requires, and fully define their entity. In addition to the partners, a well-crafted agreement fully defines how their business is managed and operates.

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Michigan Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) No filing requirements; however, partnerships must conform to requirements for naming entities: LARA Business Entity Search
Optional: Check County, Example: Certificate of Co-Partnership Kalamazoo or file online with Michigan LARA Business Entity Search
Limited Partnership (LP) Certificate of Limited Partnership ($10.00) or file online with Michigan LARA ($10.00)
Limited Liability Partnership (LLP) Certificate of Limited Liability Partnership or file online with Michigan LARA ($100.00)
Limited Liability Limited Partnership (LLLP) File online with Michigan LARA

Fiduciary Duty

  • Partners must explicitly “render true and full information” regarding the partnership to any partner or their legal representative.[1]
  • Partners submit an account of all benefits, properties, or profit gained using the partnership, especially when derived “without the consent of the other partner.”[2]
  • All partners possess and acknowledge that every partner has “equal rights” in managing the partnership unless the partnership agreement applies a tier.[3]

Liability

Limited partners are liable when they act as general partners (e.g., a limited partner “takes control of the business”).[4]
Limited partners carry liability whenever they “knowingly” misrepresent their name and role in the LP as a general partner to creditors.[5]
A person (i.e., individual or entity) that is designated as both a general partner and a limited partner is “subject to the restrictions of a limited partner” whenever the partnership agreement applies as well as the “restrictions and liabilities of a general partner.”[6]
A partnership holds the same liability assigned to a partner accountable for a “wrongful act” that is a result of normal partnership business.[7]

State Definitions (6)

Partner means, specifically, “a limited or general partner.”[8]
General partner means an entity “admitted to a limited partnership” with such title in the partnership agreement and certificate accordingly. [9]
Limited partner means an individual or other legal entity explicitly defined by a limited partnership’s partnership agreement as one of the LP’s limited partners and identified as such in the certificate of limited partnership as a limited partner. [10]
Limited partnership means that a partnership with at least one general partner and one or more limited partners has been formed by “2 or more persons” specifically under Michigan law and having 1 or more general partners and 1 or more limited partners. [11]
Foreign limited partnership means that a partnership is formed and subject to the laws of “any state other than this state” while made up of one or more of both general and limited partners. [12]
Partnership agreement means a “written or oral” legal agreement between partners that is used to govern partnership operations.[13]