Registering a Foreign Limited Partnership in Michigan

A partnership is foreign here if some other state's law organized it. Michigan's Revised Uniform Limited Partnership Act (1982 PA 213) handles these partnerships in Article 9. Section 902 says registration with the administrator comes first, before any transaction of business in Michigan. Section 901 hands questions of organization, internal affairs and limited-partner liability to the home state's law, and it bars Michigan from refusing registration because its own rules happen to differ.

Michigan's word for the filing is registration. Certificate of authority is the corporation and LLC vocabulary, so skip it when you search. The office is the Corporations Division of LARA (Michigan's Department of Licensing and Regulatory Affairs) in Lansing, which takes business filings in place of a Secretary of State.

The Act gives no definition. On its foreign limited partnership page, LARA calls the phrase a technical one whose meaning comes from court decisions applied to particular facts. Section 909 supplies a partial answer by naming activities that, taken alone, do not amount to transacting business. In Michigan, a foreign limited partnership may do any of these without that consequence:

• Maintain, defend or settle a case, an administrative proceeding or an arbitration, or a claim or dispute
• Hold partner meetings and handle other internal affairs
• Maintain a bank account
• Operate an office or agency to transfer and register its securities, or keep a trustee or depository for them
• Sell through an independent contractor
• Take orders whose acceptance happens elsewhere, which is what makes them binding
• Borrow money, secured or not
• Secure or collect debts, or enforce rights in the property securing them
• Transact business in interstate commerce
• Complete an isolated transaction outside any series of repeated, similar ones

Property is missing from the list

Owning property does not appear on this list, which is unlike the corporation list, and the one-off-deal item, again unlike the corporation's, carries no 30-day cap. The list is open-ended and says nothing about tax or service of process, so a partnership that holds Michigan real estate or leases equipment here has no statutory excuse to point to, and no statutory trigger either. Staffed offices, local employees and ongoing operations sit well outside anything the list covers. For the grey areas, ask a Michigan attorney.

The form to use is Form 411 (Application for Registration to Transact Business in Michigan), four pages with instructions. The nonrefundable state fee is $10. Optional rush review is requested separately on Form 272 and added to the regular fee.

Complete the form, sign it, and have the signature notarized. Mail it to P.O. Box 30054, Lansing, MI 48909 with payment by check or money order, made to the State of Michigan, or take it to 2407 N Grand River Ave, where cards are accepted at the counter. The form says online submission is available through LARA's portal; confirm that in the portal, and treat mail and hand delivery as the dependable options until you have.

What Form 411 asks

• Name of the partnership, plus any alternative name for use in Michigan
• The date and state of formation, and the government offices holding its certificate of limited partnership
• A summary of what the partnership will do here
• The agent for service of process, by name and address
• The Bureau's appointment as backup agent, with the name and address of a general partner to receive copies of anything served on the Bureau
• The address of the home-state office it must keep, or its principal office
• Check boxes saying whether the partnership paper filed at home already names the partners, or attached pages listing them

A general partner signs in ink and swears to the contents. The registration becomes effective on LARA's filing date unless you request a later one within 90 days.

Neither section 902 nor Form 411 asks for a certificate of good standing, existence or status, and LARA's foreign limited partnership page mentions none. The form asks for information in its place. It wants the offices where the certificate of limited partnership is on file, and a general partner's sworn signature.

The one extra document you might attach is a list of partners. If the partnership paper filed at home need not name them, the instructions call for names and addresses on an attached page. Otherwise nothing has to be ordered from the home state first, so assemble the facts, notarize, and send. Skim the current form before mailing, in case LARA's instructions have been revised.

Section 904 lets a foreign limited partnership register under any name it likes, even one unlike its home name, if the name spells out "limited partnership" without abbreviation and a Michigan limited partnership could have registered it. A limited partner's name may appear only when that person is also a general partner or the business used the name before the limited partner was admitted. LARA also expects it to stand apart from the names of other corporations, limited partnerships and LLCs. After registering, file everything else under the chosen name.

Eligible agents

Under section 902(4), the agent for service of process is an individual living in Michigan, a corporation formed in Michigan, or an out-of-state corporation that operates from a Michigan place of business and holds Michigan authorization. LLCs do not appear in the statute. A P.O. box cannot be the agent's address. Mainstay's agent is a company, and it is available as the Michigan agent for partnerships that want one.

Leave the item blank, or lose the agent to resignation or revoked authority, or let the agent become impossible to find with reasonable diligence, and the Bureau stands in as agent. A resigning agent uses LARA's Resignation of Agent form, which carries no fee.

Michigan imposes no annual report on limited partnerships. LARA's published materials say limited partnerships and limited liability partnerships do not file one, so there is no yearly deadline to track. Accuracy is the continuing duty. Under section 905, if the application misstated something or later developments change the picture, the partnership has to promptly file a correcting certificate that a general partner signs under oath. For foreign partnerships that is Form 412, the Certificate of Change, at $10, and it is also the vehicle for switching agents or the home-state office.

• Another name. Doing business under an assumed name takes Form 541, a certificate of assumed name, at $10.
• Ending the registration. A foreign limited partnership that is done in Michigan files Form 404, the Certificate of Cancellation, which a general partner must sign under oath. The fee is $10, and the administrator can still accept service for claims that arose from the Michigan business.
• Taxes. The registration is a business filing. State tax accounts are a Department of Treasury matter.

Section 907 governs, and its consequences are milder than a corporation's. A partnership transacting business without registration cannot maintain an action in a Michigan court until it registers. A suit already underway survives if registration comes before the order of dismissal, and the restriction reaches successors in interest and most assignees.

The same section protects the partnership. Nothing it signed or did becomes invalid, and it can still answer a lawsuit. A limited partner does not take on a general partner's liability merely because the partnership operated unregistered. By operating that way, the partnership designates the administrator to receive service of claims from its Michigan activity. Section 908 lets the attorney general ask a court to stop the partnership's Michigan activity.

No fine, per-month penalty or back fee appears in the Act for an unregistered limited partnership, and none is claimed here.

Form 411 is not something Mainstay prepares or files for a limited partnership. The owner, or the owner's attorney, sends it to LARA. Mainstay's role is serving as registered agent. It costs $149 per year, and renewal does not change the figure. The Michigan address you receive is the one that goes on the application and on the public record. A scan of any papers served there reaches you as an upload that business day, charged nothing, and government mail gets the same free scan for its first three pieces each year.

If the partnership already has an agent with another company, Mainstay files the switch, and the state's change fee is billed at cost. Start on the Michigan registered agent page. Mainstay does filings and acts as agent without being a law firm, so a Michigan lawyer is the right person to say whether your partnership's activities require registration.