FAQ · Straight answers to the questions Michigan LP owners ask most.
Michigan Limited Partnership FAQ
Straight answers to the questions people actually ask when forming and running a Michigan limited partnership — from the general-versus-limited-partner split to filing with LARA, resident agents, taxes, amendments, and dissolution. If your question isn't here, our topic pages go deeper on each area.
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State facts
Michigan LP
Forming a Michigan LP
What is a Michigan limited partnership?
A limited partnership is a business with at least one general partner, who manages the business and carries unlimited personal liability, and at least one limited partner, who invests capital and stays passive with liability capped at their contribution. Michigan governs LPs under the Michigan Revised Uniform Limited Partnership Act in Chapter 449 of the Michigan Compiled Laws. The LP legally exists once its Certificate of Limited Partnership is filed and accepted by LARA.
What document creates the LP?
The Certificate of Limited Partnership, filed with LARA's Corporations Division through the MiBusiness Registry portal. This is distinct from the limited partnership agreement, which is the private contract among the partners and is never filed with the state.
Do I file with the Secretary of State?
No. Unlike most states, Michigan handles business entity filings through the Department of Licensing and Regulatory Affairs (LARA), specifically its Corporations, Securities & Commercial Licensing Bureau — not the Secretary of State. This surprises people who assume Michigan works like everywhere else.
How long does formation take?
Michigan generally processes filings in about 7 to 10 business days. Plan for the full window if you have a deadline tied to a lease, a bank account, or a closing.
Partners, Liability, and Management
What's the difference between a general and a limited partner?
The general partner runs the business, signs contracts and filings, and is personally liable for the partnership's debts. Limited partners contribute money or property, share in profits, and have liability capped at their investment — provided they don't participate in management. A Michigan LP needs at least one of each.
Can a limited partner lose their liability protection?
Yes. The limited partner's shield depends on staying passive. Michigan's LP law can treat a limited partner as a general partner — exposing them to creditors — if they take part in control of the business beyond the statute's safe-harbor activities (things like voting on major matters or consulting with the general partner). Keeping the roles clean and documented preserves the protection.
Can the general partner be a company instead of a person?
Yes, and it's a common structuring choice. Because the general partner's personal assets are exposed, many LPs name a corporation or an LLC as the general partner to put a liability shield around that role. This decision affects who signs the Certificate, so make it before filing.
How many partners does an LP need?
At least two total — a minimum of one general partner and one limited partner. A single owner is better served by an LLC.
Resident Agent and Compliance
Does my Michigan LP need a resident agent?
Yes. Every Michigan LP must name and maintain a resident agent — Michigan's term for a registered agent — with a registered office at a physical Michigan street address. The agent accepts service of process and state mail. A general partner can serve, or you can use a commercial service. A P.O. box alone doesn't qualify.
What if I need to change my resident agent?
File a change of resident agent and/or registered office with LARA, typically on the CSCL/CD-520 form, through the MiBusiness Registry portal. Our change of resident agent page walks through it.
Does Michigan require an annual report for LPs?
Michigan's annual report obligations differ by entity type. Limited partnerships are not on the same annual statement cycle as LLCs and corporations. What Michigan does expect is that the Certificate stays accurate — if a general partner changes or another material fact shifts, you file an amendment. Our annual requirements page covers what stays true year to year.
Taxes, Costs, and Winding Down
How is a Michigan LP taxed?
By default, as a partnership. The LP files a federal informational return on Form 1065 and issues each partner a Schedule K-1. The partnership pays no federal income tax itself; each partner reports their share on their personal return. Michigan follows the pass-through model for partnership income.
What does it cost to form an LP in Michigan?
There's a state filing fee for the Certificate of Limited Partnership, plus optional costs like resident agent service or name reservation. We keep dollar amounts on the costs page, where the receipt card shows the current figures — the price we charge for the state filing is exactly what the state charges.
How do I dissolve a Michigan LP?
You wind up the business, settle debts, distribute remaining assets to the partners, and file the appropriate dissolution or cancellation paperwork with LARA so the record reflects that the LP has ended. Our dissolution page explains the steps.
Do I need an EIN?
Yes. A limited partnership files a partnership tax return and needs a federal Employer Identification Number from the IRS. It's free to obtain and issued immediately online. See our EIN guide.
Frequently asked questions
Is a Michigan LP the same as an LLC?
No. An LLC is owned by members and can have a single owner; it can be run by members or managers, and all owners get liability protection. An LP has general partners (who manage and are personally liable) and limited partners (who are passive and protected). The LP fits ventures where the roles are meant to be unequal — someone runs it, others fund it.
Is a Michigan LP the same as an LLP?
No. An LLP is a general partnership where all partners share management and get a shield against the other partners' misconduct — common among licensed professionals. An LP has a management/investor split, with general partners carrying unlimited liability. They're different structures for different situations.
Can I form a Michigan LP if I don't live in Michigan?
Yes. There's no residency requirement for the partners. The only Michigan-presence requirement is the resident agent, who must have a physical Michigan street address. A commercial resident agent service satisfies that without any partner needing to live in the state.
Does the public record show the limited partners?
The Certificate of Limited Partnership identifies the general partners on the public record. The limited partners and the internal economics generally live in the private partnership agreement rather than on the state filing. Confirm the current LARA form's requirements when you file.
What happens if I let my LP fall out of compliance?
The most serious risk is an out-of-date resident agent, which can cause the LP to miss a lawsuit and suffer a default judgment. An LP that doesn't keep its record current can also lose good standing, which complicates banking, financing, and any deal where a counterparty checks its status.
Why do so many LPs use a company as the general partner?
Because the general partner's liability is unlimited, exposing that person's personal assets to the partnership's debts. Naming a corporation or an LLC as the general partner puts a liability shield around the one role that would otherwise be fully exposed. The individual then manages the LP through that entity rather than in their own name. It's a common structuring move, and it changes who signs the Certificate — so decide it before filing, ideally with an attorney.
Can I convert an existing general partnership into a Michigan LP?
A general partnership and a limited partnership are different structures with different filings — an LP requires the Certificate of Limited Partnership and the general/limited partner split from the outset. If you're currently operating as a general partnership and want the LP structure, the cleanest path is usually forming the LP and moving the business into it, which is a good thing to plan with an attorney so contracts, titles, and tax matters transfer correctly.
How is an LP different from taxing it as a corporation?
By default an LP is a pass-through — it files Form 1065 and the partners report their shares on their personal returns, with no entity-level federal income tax. A corporation is taxed separately, which can mean two layers of tax. Some partnerships explore other tax treatments for specific reasons, but the default pass-through is what makes the LP attractive for investment-style ventures. Talk to a CPA before making any tax election.
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Formation, your resident agent, and your annual report. One price, $199.00/yr, with the state fee passed through at cost.
Form Your Michigan LP ($199.00/yr All-In)