449.1201 Formation; certificate of limited partnership; contents; date of formation.

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A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

Sec. 201.

(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.

History: 1982, Act 213, Eff. Jan. 1, 1983