Michigan Laws 449.1102 – Name of limited partnership; requirements and restrictions
Current as of: 2023 | Check for updates
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The name of each limited partnership as set forth in its certificate of limited partnership:
(1) Shall contain without abbreviation the words “limited partnership”.
Terms Used In Michigan Laws 449.1102
- Administrator: means the chief officer of the Michigan department of commerce or his or her designated representative. See Michigan Laws 449.1101
- Certificate of limited partnership: means the certificate, and the certificate as amended or restated, referred to in section 201. See Michigan Laws 449.1101
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- 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. See Michigan Laws 449.1101
- Foreign limited partnership: means a partnership formed under the laws of any state other than this state and having as partners 1 or more general partners and 1 or more limited partners. See Michigan Laws 449.1101
- 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. See Michigan Laws 449.1101
- 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. See Michigan Laws 449.1101
- Partner: means a limited or general partner. See Michigan Laws 449.1101
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Michigan Laws 449.1101
(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 section 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.