Domestic Limited Partnership Formation Filing in Michigan

At a glance

Requirements one by one

Agreement and certificate

Act 213 recognizes a valid written or oral partnership agreement. General and limited partners are admitted under it and named in the certificate. To form, at least two persons execute a certificate that states the name, business character, Michigan records-office and agent details, and every general and limited partner's name and address. It also requires the limited partners' contributed or promised cash, property, and services, timing of further contributions, and the transfer, exit, distribution, dissolution, and continuation terms listed in § 449.1201(a).

Name, office, and signing

The certificate name must spell out “limited partnership” without abbreviation. A limited partner's name can be included only where § 449.1102(2)'s same-name or prior-use exception applies. The LP maintains a Michigan records office and a qualifying service agent. All partners named in the initial certificate sign it, though an attorney in fact may sign for a person. A general partner's execution affirms the certificate facts under perjury penalties.

Fee and effective time

The statutory fee to examine, file, and copy the certificate is $10. The administrator may require a prescribed form. A substantially conforming document is endorsed “filed”; it becomes effective then unless it states a later time no more than 90 days after delivery. Formation occurs on that effective date.

What trips people up

The filing's public notice goes farther than mere LP status: § 449.1208 also gives notice of designated limited partners and the matters in § 449.1201(a)(1)-(12) that are included in the certificate. After the administrator returns the filed copy or original, the general partners promptly deliver or mail a copy to each limited partner unless the agreement provides otherwise.

Common questions

May the certificate omit limited partners' names? Section 449.1201(a)(4) requires every partner's name and business or residence address, separated by general and limited category.

Can a partner use an attorney in fact to sign? Yes. Section 449.1204(b) permits that for any certificate under the Act.

Does merely delivering the certificate form the LP? Formation waits until the certificate's effective date under §§ 449.1201(b) and 449.1206(6).

Statutes and sources

The official Michigan Revised Uniform Limited Partnership Act compilation, rendered September 5, 2026 and complete through PA 91 of 2026, was checked September 23, 2026.

• Mich. Comp. Laws § 449.1101(6)-(10): “(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. […] (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.” (official text; accessed September 23, 2026).

• Mich. Comp. Laws § 449.1102(1)-(5): “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.” (official text; accessed September 23, 2026).

• Mich. Comp. Laws § 449.1105(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.” (official text; accessed September 23, 2026).

• Mich. Comp. Laws § 449.1201(a)-(b): “(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.” (official text; accessed September 23, 2026).

• Mich. Comp. Laws § 449.1204(a)(1), (b)-(c): “(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. […] (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.” (official text; accessed September 23, 2026).

• Mich. Comp. Laws § 449.1206(1)-(3), (6)-(7): “(1) A document required or permitted to be filed under this act shall be submitted by delivering the document to the administrator together with the fees and accompanying documents required by law. A person who executes a certificate as an attorney in fact, agent, or fiduciary is not required to provide evidence of his or her authority as a prerequisite to filing. […] (2) If a document submitted under subsection (1) substantially conforms to the requirements of this act, the administrator shall endorse upon it the word "filed" with his or her official title and the dates of receipt and of filing, and shall file and index the document or a reproduction of the document pursuant to the records reproduction act, 1992 PA 116, MCL 24.401 to 24.406, in his or her office. […] (3) The administrator shall return a copy of a document filed under subsection (1), or at his or her discretion the original, to the person who submitted the document for filing. […] (6) A document filed under subsection (2) is effective at the time it is endorsed unless a subsequent effective time, not later than 90 days after the date of delivery, is set forth in the document. (7) The administrator may require that a person submit a document described in subsection (1) on a form prescribed by the administrator.” (official text; accessed September 23, 2026).

• Mich. Comp. Laws § 449.1208: “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.” (official text; accessed September 23, 2026).

• Mich. Comp. Laws § 449.1209: “Upon the return by the administrator pursuant to section 206 of a true copy or original of a certificate of limited partnership, certificate of amendment, restated certificate of limited partnership, or certificate of cancellation, the general partners shall promptly deliver or mail a copy of the certificate to each limited partner unless the partnership agreement provides otherwise.” (official text; accessed September 23, 2026).

• Mich. Comp. Laws § 449.2107(a)(1), (b): “(a) The fees to be paid to the administrator with respect to a limited partnership, for the purposes specified in this section, shall be as follows: (1) Examining, filing, and copying a certificate of limited partnership, $10.00. […] (b) These fees shall be paid to the administrator at the time of filing or when the service is rendered by the administrator.” (official text; accessed September 23, 2026).