Title 449, PARTNERSHIPS

Sec. 12. (Partnership charged with knowledge of or notice to partner). Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of…

Sec. 13. (Partnership bound by partner's wrongful act). Where, by any wrongful act or omission of any partner acting in the ordinary course of the business or the partnership, or with the authority of his copartners, loss or injury is caused to any person, not being a partner in …

Sec. 14. (Partnership bound by partner's breach of trust). The partnership is bound to make good the loss: (a) Where 1 partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and (b) Where the partnership in the co…

Sec. 15. (Nature of partner's liability). Except as otherwise provided by section 46, all partners are liable for both of the following: (a) Jointly and severally for everything chargeable to the partnership under sections 13 and 14. (b) Jointly for all other debts and obligation…

Sec. 16. (Partner by estoppel). (1) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with 1 or more persons not actual partners, he is liable to any such per…

Sec. 17. (Liability of incoming partner). A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability …

Sec. 18. (Rules determining rights and duties of partners). The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by all of the following rules: (a) Each partner shall be repaid his or her contributions, w…

Sec. 19. (Partnership books). The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.

Sec. 2. (Definition of terms). In this act, “court” includes every court and judge having jurisdiction in the case; “business” includes every trade, occupation, or profession; “person” includes individuals, partnerships, corporations, and other associations; “bankrupt” includes b…

Sec. 20. (Duty of partners to render information). Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.

Sec. 21. (Partner accountable as a fiduciary). (1) Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquida…

Sec. 22. (Right to an account). Any partner shall have the right to a formal account as to partnership affairs: (a) If he is wrongfully excluded from the partnership business or possession of its property by his copartners, (b) If the right exists under the terms of any agreement…

Sec. 23. (Continuation of partnership beyond fixed term). (1) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the sa…

Sec. 24. (Extent of property rights of a partner). The property rights of a partner are (1) his rights in specific partnership property, (2) his interest in the partnership, and (3) his right to participate in the management.

Sec. 25. (Nature of a partner's right in specific partnership property). (1) A partner is a co-owner with his partners of specific partnership property holding as a tenant in partnership; (2) The incidents of this tenancy are such that: (a) A partner, subject to the provisions of…

Sec. 26. (Nature of partner's interest in the partnership). A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property.

Sec. 27. (Assignment of partner's interest). (1) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnersh…

Sec. 28. (Partner's interest subject to charging order). (1) On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of th…

Sec. 29. (Dissolution defined). The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.

Sec. 3. (Interpretation of knowledge and notice). (1) A person has knowledge of a fact within the meaning of this act not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith; (2) A person has notice…

Sec. 30. (Partnership not terminated by dissolution). On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.

Sec. 31. (Causes of dissolution). Dissolution is caused: (1) Without violation of the agreement between the partners: (a) By the termination of the definite term or particular undertaking specified in the agreement, (b) By the express will of any partner when no definite term or …

Sec. 32. (Dissolution by decree of court). (1) On application by or for a partner the court shall decree a dissolution whenever: (a) A partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind, (b) A partner becomes in any other way incapabl…

Sec. 33. (General effect of dissolution on authority of partner). Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership: (1) With res…

Sec. 34. (Right of partner to contribution from copartners after dissolution). Except as otherwise provided by section 46, if dissolution is caused by the act, death, or bankruptcy of a partner, each partner is liable to his or her copartners for his or her share of any liability…

Sec. 35. (Power of partner to bind partnership to third persons after dissolution). (1) After dissolution a partner can bind the partnership except as provided in paragraph 3: (a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at d…

Sec. 36. (Effect of dissolution on partner's existing liability). (1) The dissolution of the partnership does not discharge the existing liability of any partner. (2) A partner is discharged from existing liability upon dissolution of the partnership by an agreement to that effec…

Sec. 37. (Right to wind up). Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs: Provided, however, That any partner, his…

Sec. 38. (Rights of partners to application of partnership property). (1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartners and all persons claiming through them in respect of their interests in th…

Sec. 39. (Rights where partnership is dissolved for fraud or misrepresentation). Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of 1 of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled…

Sec. 4. (Rules of construction). (1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this act; (2) The law of estoppel shall apply under this act; (3) The law of agency shall apply under this act; (4) This act shall…

Sec. 40. (Rules for distribution). In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (a) The assets of the partnership are as follows: (i) The partnership property. (ii) The contributions …

Sec. 41. (Liability of persons continuing the business in certain cases). (1) When any new partner is admitted into an existing partnership, or when any partner retires and assigns, or the representative of the deceased partner assigns, his rights in partnership property to 2 or …

Sec. 42. (Rights of retiring or estate of deceased partner when the business is continued). When any partner retires or dies, and the business is continued under any of the conditions set forth in section 41(1, 2, 3, 5, 6), or section 38(2b), without any settlement of accounts as…

Sec. 43. (Accrual of actions). The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the a…

Sec. 44. (1) A partnership may organize as a limited liability partnership by filing with the department on a form provided by the department a registration that states the following: (a) The name of the partnership. (b) The address of the partnership's principal office. (c) If t…

Sec. 45. The name of a registered limited liability partnership shall contain the words “limited liability partnership” or the abbreviation “L.L.P.” or “LLP” as the last words or letters of the partnership's name.

Sec. 46. (1) Except as provided in subsections (2) and (5), a debt, obligation, or other liability of a partnership incurred while the partnership is a registered limited liability partnership is solely the debt, obligation, or other liability of the registered limited liability …

Sec. 47. (1) A registered limited liability partnership formed under the laws of another state, territory, district, or possession of the United States or another country shall not conduct business in this state until the partnership has registered with the department and paid a …

Sec. 48. (1) The registration or renewal of a registration for a limited liability partnership shall be filed by delivering the registration to the department together with the fees and any other documents required by section 44 or 47. The department may establish procedures for …

Sec. 5. (Rules for cases not provided for in this act). In any case not provided for in this act the rules of law and equity, including the law merchant, shall govern.

Sec. 6. (Partnership defined). (1) A partnership is an association of 2 or more persons, which may consist of husband and wife, to carry on as co-owners a business for profit; any partnership heretofore established consisting of husband and wife only, formed since January 10, 194…

Sec. 7. (Rules for determining the existence of a partnership). In determining whether a partnership exists, these rules shall apply: (1) Except as provided by section 16 persons who are not partners as to each other are not partners as to third persons; (2) Joint tenancy, tenanc…

Sec. 8. (Partnership property). (1) All property originally brought into the partnership stock or subsequently acquired, by purchase or otherwise, on account of the partnership is partnership property; (2) Unless the contrary intention appears, property acquired with partnership …

Sec. 9. (Partner agent of partnership as to partnership business). (1) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the …

Sec. 1. Any partnership association limited, organized under the general laws of this state whose term is about to expire by limitation, may at any time within 2 years next preceding the expiration of such term, by a vote of at least 2/3 of its capital, at any annual meeting or a…