Title 449, PARTNERSHIPS

Sec. 303. (a) Except as provided in subsection (d), a limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of rights and powers as a limited partner, the limited partner tak…

Sec. 304. (a) Except as provided in subsection (b), a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he or she has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by i…

Sec. 305. Each limited partner has the right to: (1) Inspect and copy or have his or her designated representative inspect and copy any of the partnership records required to be maintained by section 106. (2) Obtain from the general partners, from time to time, upon reasonable de…

Sec. 401. After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners.

Sec. 402. Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) The general partner withdraws from the limited partnership as provided…

Sec. 403. (a) Except as provided in this act or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. (b) Except as provided in this act, a gene…

Sec. 404. A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, l…

Sec. 405. The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter.

Sec. 501. The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

Sec. 502. (a) Except as provided in the certificate of limited partnership, a limited partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if the limited partner is unable to perform because of death, d…

Sec. 503. The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not provide for an allocation, profits and losses shall be alloca…

Sec. 504. Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not provide for an allocation, distributions shall…

Sec. 601. Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before the partner's withdrawal from the limited partnership and before the dissolution and winding up of the limited partnership: (1) To the extent and at the …

Sec. 602. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of…

Sec. 603. A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the certificate of limited partnership, but not before, and in accordance with the partnership agreement. If the certificate does not specify the time or t…

Sec. 604. Except as provided in this article, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he or she is entitled under the partnership agreement and, if not otherwise provided in the agreement, the withdrawing partner is entitled to rec…

Sec. 605. Except as provided in the certificate of limited partnership, a limited partner, and except as provided in the partnership agreement, a general partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from a li…

Sec. 606. At the time a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

Sec. 607. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair val…

Sec. 608. (a) If a limited partner has received the return of any part of his or her contribution without violation of the partnership agreement or this act, he or she is liable to the limited partnership for a period of 1 year thereafter for the amount of the returned contributi…

Sec. 701. A partnership interest is personal property.

Sec. 702. Except as provided in the partnership agreement: (i) a partnership interest is assignable in whole or in part; (ii) an assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner; …

Sec. 703. Upon application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment credito…

Sec. 704. (a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (1) the assignor gives the assignee that right in accordance with authority described in the certificate of limited partnership,…

Sec. 705. If a partner who is an individual dies or a court of competent jurisdiction adjudges the partner to be unable to manage his or her property or incompetent to manage his or her person or property, the partner's personal representative, executor, administrator, guardian, …

Sec. 801. 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. (2) Written consent of all partners. (3) …

Sec. 802. On application by or for a partner the circuit court of the county in which the office referred to in section 105(a)(1) is located may decree dissolution of a limited partnership when it is established that the acts of the general partners or those of the general partne…

Sec. 803. (a) The department of attorney general may bring an action in the circuit court of the county in which the office referred to in section 105(a)(1) is located for dissolution of a limited partnership upon the ground that the limited partnership has committed any of the f…

Sec. 804. Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the circuit court of the county in which the office referr…

Sec. 805. Upon the winding up of a limited partnership, the assets shall be distributed as follows: (1) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distrib…

Sec. 901. Subject to the state constitution of 1963, (1) the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and (2) a foreign limited partnership may not be denied re…

Sec. 902. Before transacting business in this state, a foreign limited partnership shall register with the administrator. In order to register, a foreign limited partnership shall submit to the administrator an application for registration as a foreign limited partnership, signed…

Sec. 903. (a) If the administrator finds that an application for registration conforms to law and all requisite fees have been paid, he or she shall file in his or her office the application and issue a certificate of registration to transact business in this state. (b) The certi…

Sec. 904. A foreign limited partnership may register with the administrator under any name, whether or not it is the name under which it is registered in its state of organization, that includes without abbreviation the words “limited partnership” and that could be registered by …

Sec. 905. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in …

Sec. 906. A foreign limited partnership may cancel its registration by filing with the administrator a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the administrator to accept service of process on the fo…

Sec. 907. (a) A foreign limited partnership transacting business in this state may not maintain any action or proceeding in any court of this state until it has registered in this state. An action commenced by a foreign limited partnership which has not registered in this state s…

Sec. 908. The department of attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.

Sec. 909. (a) Without excluding other activities which may not constitute transacting business in this state, a foreign limited partnership is not considered to be transacting business in this state, for the purposes of this act, solely because it is carrying on in this state any…

Sec. 910. A foreign limited partnership may acquire or, through another person entitled to transact business in this state, may make loans, or participations or interests therein, insured or guaranteed in whole or in part by the federal housing administration or the veterans' adm…

Sec. 1001. A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely…

Sec. 1002. In a derivative action, the plaintiff must be a partner at the time of bringing the action and (1) at the time of the transaction of which the plaintiff complains or (2) his or her status as a partner had devolved upon him or her by operation of law or pursuant to the …

Sec. 1003. In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.

Sec. 1004. An action authorized by section 1001 shall not be discontinued, compromised, or settled without approval by the court having jurisdiction of the action. If the court determines that the interest of the limited partners or of any class thereof will be substantially affe…

Sec. 1005. (a) If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorneys'…

Sec. 1101. This act shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act among states enacting it.