Welcome to the Start a Business tutorial dedicated to the registration of limited and limited liability partnerships in the state of Michigan. As there exists no online filing portal at the time of writing this tutorial, filers will be required to submit their registration forms to the Department of Licensing and Regulatory Affairs (LARA) by mail, by fax or by email. Filers will be pleasantly surprised to discover that the filing fees are very cheap in this state with limited partnerships being charged $10 and LLPs paying $100. Scroll down to learn more about the filing process specific to your partnership type.

It’s wise to perform a Business Entity Search prior to registration to ensure that your chosen name is available for use in Michigan. You may also find it beneficial to file for a Name Reservation ($10). The reservation will endure for four months if filed correctly.

How to File a Domestic LP

Step 1- To file a domestic limited partnership, you must first download the Certificate of Limited Partnership.

Step 2- Once open in your PDF viewer, provide the following information:

  • Name and address of applicant
  • 1- Name of LP
  • 2- General character of business
  • 3a- Address at which records are kept
  • 3b- Name of the agent for service of process
  • 3c- Address of the agent for service of process
  • 4- The power of a limited partner

MI-Certificate-of-Limited-Partnership

Page 2

  • 5a- Times and events when general partner may terminate membership and the terms and conditions of the termination
  • 5b- Times and events when limited partner may terminate membership in the LP and the amount or method of determining any distribution the LP is entitled to receive
  • 6- The right of the limited partner to receive distributions or property
  • 7- The right of the limited partner to receive distributions of property which include a part or all of the limited partner’s contributions

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Page 3

  • 8- The times or events at which LP is to be dissolved
  • 9- The right of the remaining general partners to continue business upon the event of withdrawal of another general partner
  • 10- Any additional provisions

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Page 4-5

  • Provide the following for each partner:
    • 1- Type of partner
    • 2- Partner name
    • 3- Partner address
    • 4- Contributions
    • 5- Future contributions
    • 6- Description of contributions other than cash
    • 7- Time or events requesting future contributions
    • 8- Signature
    • 9- Date
  • Preparer’s name and business phone number

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Step 3- Once all information has been given and double checked for accuracy, you will be able to prepare the filing fee. Those submitting their filing by fax or email will be able to pay the $10 fee through their MICH-ELF account (more information can be found here). Those submitting their forms through the mail must provide a check or money order made out to the State of Michigan and send both the form and the fee to the below address.

Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
P.O. Box 30054
Lansing, MI 48909

How to File a Foreign LP

Step 1- Begin by downloading the Application For Registration to Transact Business in Michigan.

Step 2- Once downloaded, provide the following information:

  • 1a- Name of LP
  • 1b- Name to be used in Michigan (if different)
  • 2a- Date of formation and state of formation
  • 2b- Names and addresses of the governmental agencies with which the Certificate of Limited Partnership is one file
  • 3- The general character of business in Michigan
  • 4a- Name of agent for service of process
  • 4b- The address of the agent for service of process
  • 5- The name and address of general partner to receive correspondence from the Corporations, Securities & Commercial Licensing Bureau

MI-Application-For-Registration-Limited-PartnershipPage 2

  • 6- Address of LP office
  • 7- Check applicable box
  • Date of signing
  • Name and signature of signatory
  • Notary seal and information

MI-Application-For-Registration-Limited-Partnership-2

Step 3- Once the form has been completed, you will be required to prepare the filing fee. This fee can be paid using your MICH-ELF account if you are filing by fax (517-241-0538) or by email (CDfilings@michigan.gov). If filing through the mail, pay the $10 fee by check or money order made out to the State of Michigan. All filings should be sent to the below address if submitting through the mail.

Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
P.O. Box 30054
Lansing, MI 48909

How to File a LLP

Step 1- Those filing foreign or domestic limited liability partnerships will be required to first download the Application to Register a Limited Liability Partnership.

Step 2- Once opened in your PDF reader, you will be required to provide the following information:

  • 1- Name and principle office address
  • 2- Nature of the business of the partnership
  • 3- Home state, registered agent and address of registered agent (foreign entities only)
  • 4- Federal Employer Identification Number
  • 5- Signature of authorized representative(s) and their SSN (optional)
  • Preparer’s name and phone number (page 2)
  • Name of person or organization remitting fees (page 2)

MI-Application-to-Register-a-Limited-Liability-Partnership MI-Application-to-Register-a-Limited-Liability-Partnership-2

Step 3- When you’ve completed the document, you will be required to prepare the $100 filing fee. This fee can be submitted using your MICH-ELF account if filing by fax (517-241-0538) or by email (CDfilings@michigan.gov). If registering through the mail (address found below) you will be able to pay by check made payable to the State of Michigan.

Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
P.O. Box 30054
Lansing, MI 48909

Tips

EIN – If you are forming a new partnership, you will need to apply for an Employer Identification Number following registration. This number is issued to all employers, entities or individuals, that pay withheld taxes on their employees. Without one, your entity will be unable to perform many essential financial transactions and will be limited in its ability to hire employees. Review the tutorial found linked in the heading of this paragraph to educate yourself on the application process. Filers may apply Online or through the PDF of the form SS-4.

Partnership Agreement– It is not legally required of you to draft a partnership agreement in Michigan; this is not a document that will be made available to the public nor filed with the state government. Instead, this internal agreement is used to delineate the manner in which the financial and logistical affairs of the partnership are to be organized. A binding agreement of this nature is often the most important organizational and legal document on hand in any business entity. Take a look at the free template we’ve provided to gain insight into what might go into a partnership agreement and to see if a template wouldn’t benefit you in drafting an agreement of your own. You will be able to access our templates, available in MS Word and Adobe PDF, by clicking on the heading of this paragraph.

How to (Video)