Foreign Limited Liability Partnerships in Michigan: Form 800 and Registered Agent

The word foreign carries no international meaning in this context. A partnership is foreign to Michigan if it registered as a limited liability partnership under any law besides Michigan's, whether a sister state's, a territory's or a foreign country's. Michigan's Uniform Partnership Act (1917 PA 72) speaks to it in section 47, which says such a partnership "shall not conduct business in this state" until it has registered with the state and paid the registration fee.

Several things set this filing apart from corporation and LLC filings. Michigan uses the same form for its own limited liability partnerships and for foreign ones, and the foreign partnership fills in an extra item. The registration is annual. And the state's partnership statute is thin: it contains no list of excluded activities and no stated penalty. Registrations are handled in Lansing by the Corporations Division at LARA, the licensing department.

The trigger in section 47(1) is conducting business in Michigan, and the statute does not break that phrase down. Unlike the corporation and limited partnership acts, it offers no catalog of things that fall short, so there is no statutory basis to say that a bank account, a lawsuit, a partners' meeting or an owned building is outside the rule. A source for any such exclusion would have to be found outside sections 44 to 48.

LARA's pages for limited liability partnerships do not define the phrase either. That leaves the plain meaning of the words and the facts of your partnership. If you hold property in Michigan, employ people here, or serve Michigan clients in an ongoing way, treat registration as the cautious course. If your activity is occasional or incidental, ask a Michigan attorney before deciding it does not count. The decision is easier to make before the first engagement than after it.

The registration form is Form 800, two pages long and titled as an application to register an LLP. The same form serves Michigan partnerships and foreign ones, and item 3 is reserved for foreign partnerships alone. The fee under section 47 and on the form is $100, payable to the State of Michigan.

Mail the form to the Corporations Division, P.O. Box 30054, Lansing, MI 48909, or bring it to the office at 2407 N Grand River Ave, which takes cards at the counter. The form states that it can be submitted online. LARA's fee schedule, however, shows Form 800 as unavailable online, while the renewal form is marked as available. Plan to file the first registration on paper unless the portal proves otherwise.

What the form asks

• The partnership's name and the address of its principal office
• A brief description of the business
• For a foreign partnership, its home state, the name of its registered agent in Michigan, and the registered office address in Michigan
• A federal employer identification number, if it has one (the statute allows the signer's Social Security number when none has been assigned)
• Signatures of partners holding a majority interest, or of individuals those partners have authorized

The registration takes effect immediately on filing and payment. There is no notary requirement on the form.

Section 44, section 47 and Form 800 all stay silent on proof from the home state: no good standing paper, existence paper or status paper is asked for. Item 3 asks only for the home state's name, so the application is self-contained: the partners sign, name an agent and an address, and send the fee.

That means there is nothing to order from another state's filing office before you file, and no age limit on a document to watch. The partnership should still be in good order where it was formed, because Michigan leaves the shield that protects the partners to the law of that state (section 47(5)). Read the instructions on the current form before you file, since LARA can revise them.

The name used in Michigan has to end with "Limited Liability Partnership," "L.L.P." or "LLP" (sections 45 and 47(6)). If your home-state name already ends that way, you are set. Otherwise, use the Michigan name on the form. A partnership that wants to operate under a different assumed name, LARA's naming page explains, files a Certificate of Persons Conducting Business Under Assumed Name with the counties where it transacts business.

The registered agent

For an LLP, Michigan's papers use the term registered agent. Section 44(1)(c) wants the registered office's address and the name of an agent authorized to receive service of process here, and LARA's page says the agent is located at that registered office address. Neither the statute nor LARA's page says who is eligible to be the agent, so no eligibility rule is stated here. LARA's forms list shows no separate change-of-agent form for LLPs, so ask LARA how it handles a mid-year change before you make one. Mainstay's agent is a company, and it serves as Michigan agent for a partnership that chooses it.

A registration stays in effect for one year from its effective date (section 47(3)), and the form states that it expires one year from the filed date. Renewing is a separate filing. Form 801, the Application to Renew Registration of a Limited Liability Partnership, costs $100 and is the yearly filing that keeps LLP status in place. LARA's naming page confirms that renewal is required each year.

Apart from renewals, Michigan asks nothing more of a registered LLP on a calendar. LARA states that limited liability partnerships do not file annual reports. Taxes are a separate matter for the Department of Treasury, not LARA.

• Information changes. Section 44(5) says a partnership's LLP status is not affected by errors or subsequent changes in the information on its registration.
• Leaving. No cancellation or withdrawal form for LLPs appears in LARA's forms, in the fee schedule or in the statute. A registration that is not renewed simply runs out after its year.

Sections 44 through 48 set out the registration and renewal mechanics. They do not state a fine, a back fee, a bar on suing in Michigan courts or a statement that contracts are void. LARA's LLP pages likewise describe none. Because other Michigan business entity statutes do contain such consequences, it is tempting to assume this one does too, but nothing here should be read that way.

Two other provisions are worth knowing. Section 47(5) leaves a foreign LLP "governed by the laws under which it was formed" except as the Michigan act provides, and the same section instructs the partnership not to conduct business here until it has registered. How the registration requirement interacts with the partners' liability protection is not spelled out in these sections, and that question belongs with a Michigan attorney, not with this page.

The registration itself is yours to file; the owner or the owner's attorney sends Form 800 to LARA. What Mainstay offers is the agent: $149 per year, the same price every renewal. The Michigan address it gives you is what you put in item 3 of the application, and it then appears on the public record. When papers are served at that address, an uploaded scan reaches you that business day and costs nothing. Three government mailings a year are scanned as well, also free.

If another company now acts as your agent, Mainstay can file the replacement and bill the state's fee at cost. The Michigan registered agent page is where to start. Mainstay is not a law firm. A Michigan attorney should answer whether your partnership's activities require registration.