Michigan LLP Frequently Asked Questions

A limited liability partnership is a general partnership that has registered with the state to shield its partners from personal liability for the wrongful acts of the other partners. It keeps the pass-through tax treatment and partner governance of a partnership while adding a liability wall that a plain general partnership lacks.

Choose an LLP if you are a group of two or more owners who operate as partners and want partnership-style governance — common for law firms, accounting practices, and other professional groups. Choose an LLC if you are a single owner, or if you prefer the member-or-manager governance of an LLC. Both provide a liability shield and both are pass-through by default.

No. Michigan business filings go through the Department of Licensing and Regulatory Affairs (LARA) and its Corporations, Securities & Commercial Licensing Bureau, using the MiBusiness Registry portal. This differs from most states, where the Secretary of State handles entity filings.

At least two. An LLP is a partnership, so it cannot have a single owner. If you are on your own, a limited liability company is the appropriate structure. If a partnership shrinks to one partner, its status as a partnership generally can no longer continue.

It protects each partner from being held personally liable — solely because they are a partner — for the negligence, wrongful acts, or misconduct of another partner or that partner's supervised employees. It does not protect a partner from their own misconduct, and it does not undo a personal guarantee a partner has signed.

Yes. Every Michigan LLP must appoint and continuously maintain a resident agent with a registered office at a physical Michigan street address. The agent accepts service of process and state mail. A partner can serve, or you can use a commercial resident agent service. A P.O. box alone is not acceptable.

By default it is taxed as a partnership. The LLP files a federal Form 1065 informational return and issues each partner a Schedule K-1. The partnership pays no federal income tax at the entity level; each partner reports their share on their personal return. Michigan taxes the partnership income at the partner level as well.

Michigan does not require you to file one, but you should have a written agreement. Without it, the state's default partnership rules govern — including an equal profit split regardless of who contributed what — and those defaults rarely reflect what the partners actually intended.

Yes. An existing Michigan general partnership registers as an LLP with LARA rather than forming a new entity. The partnership continues without interruption; registration simply adds the limited liability partnership shield going forward.

Yes. There is no residency requirement for the partners of a Michigan LLP. The only in-state requirement is the resident agent, who must maintain a physical Michigan street address. A commercial resident agent service satisfies that without any partner needing to live in Michigan.

Letting the registration lapse can cost the partnership its LLP status, which means losing the liability shield until the status is restored. Michigan expects the registration to be renewed on schedule, so track the deadline and file the renewal on time to keep the protection in force.

Yes, and it is one of the most common uses of the structure. Law, accounting, architecture, engineering, and medical or dental partnerships frequently choose the LLP. Depending on the profession, a licensing board may impose additional rules on top of the LARA registration, so confirm your board's requirements.