Michigan limited partnership agreement template

Michigan Limited Partnership Agreement

This Michigan Limited Partnership Agreement (the "Agreement") is made and entered into as of [Date of Execution], and effective as of [Effective Date], by and among the parties listed below, pursuant to the Michigan Uniform Limited Partnership Act, MCL 449.1101 et seq.

Parties

• General Partner(s):
  • [General Partner 1 Name], residing at [General Partner 1 Address], with contact information [General Partner 1 Contact Information], acting in the capacity of General Partner.
  • [Option A: Additional General Partner(s) Details]
  • [Option B: No additional General Partner(s)]
• Limited Partner(s):
  • [Limited Partner 1 Name], residing at [Limited Partner 1 Address], with contact information [Limited Partner 1 Contact Information], acting in the capacity of Limited Partner.
  • [Option A: Additional Limited Partner(s) Details]
  • [Option B: No additional Limited Partner(s)]

Initial Capital Contributions

• Each Partner shall contribute the following capital to the Partnership:
  • [General Partner 1 Name]: [Dollar Amount] in cash, or [Description of Property] valued at [Appraised Value]. [Option: Services Rendered with detail description]
  • [Limited Partner 1 Name]: [Dollar Amount] in cash, or [Description of Property] valued at [Appraised Value].
  • Appraisal Method: [Method of Appraisal Used].
  • [Option A: Further Capital Calls: The General Partner(s) may make additional capital calls upon [Number] days' notice. Failure to contribute will result in [Consequences of Failure]].
  • [Option B: No further capital calls will be made.]

Business Purpose and Scope

• The purpose of the Partnership is to engage in the following business: [Description of Business Purpose].
• The scope of authorized activities includes: [Detailed List of Authorized Activities].
• Principal office: [Address of Principal Office in Michigan].
• [Option A: Other business locations within Michigan: [List of Other Locations]]
  • [Sub-clause: Include relevant detail such as office manager or contact person and phone number.]
• [Option B: No other business locations.]

Term

• The term of the Partnership shall be [Fixed Term Length or Perpetual].
• Commencement: The Partnership shall commence on [Commencement Date].
• Termination Triggers: [List of Events Triggering Termination, e.g., bankruptcy, sale of assets, agreement of partners].

Powers, Rights, and Obligations of General Partners

• Full management authority over the Partnership.
• Daily decision-making responsibilities.
• Agency powers to bind the Partnership.
• [Option A: Compensation: The General Partner(s) shall receive compensation of [Dollar Amount or Percentage].]
• [Option B: No compensation shall be paid to the General Partner(s).]

Powers, Rights, and Obligations of Limited Partners

• Prohibition on management participation that would jeopardize limited liability.
• [Option A: Permitted advisory roles: Limited Partners may [Description of Advisory Roles].]
• [Option B: Limited Partners will have no advisory roles.]
• Access to Partnership information and records.

Management Structure

• The Partnership will be managed by [General Partner 1 Name], as the Managing General Partner.
• [Option A: Appointment and Removal: The Managing General Partner may be removed by [Percentage]% vote of the General Partners.]
• [Option B: No removal of Managing General Partner unless they voluntarily remove themselves.]
• Duties of the Managing General Partner: [List of Duties].

Voting Rights and Procedures

• General Partners shall have voting rights proportionate to their [Capital Contribution or Agreed Percentage].
• Limited Partners shall [Have No Voting Rights or Description of Limited Voting Rights].
• Meetings:
  • Notice: [Number] days' notice of meetings is required.
  • Quorum: [Percentage]% of the partners constitutes a quorum.
  • Frequency: Meetings shall be held [Frequency, e.g., quarterly, annually].
• Fundamental Decisions (e.g., admitting new partners, dissolution, merger, amending this Agreement):
  • [Option A: Requires a [Percentage]% majority vote of all partners.]
  • [Option B: Requires unanimous consent of all General Partners.]

Allocation of Profits, Losses, and Tax Items

• Profits and losses shall be allocated [Proportionate to Capital Accounts or Agreed Formula].
• [Option A: Preferred Returns: [Percentage]% preferred return to [Specific Partner(s)].]
• [Option B: No preferred returns.]
• Timing and method of distributions: [Timing and Method of Distribution].
• Priorities among partners: [Order of Priority for Distributions].

Books, Records, and Tax Matters

• The Partnership shall maintain books and records in accordance with Michigan law.
• Tax Matters Partner or Partnership Representative: [Name of Tax Matters Partner/Partnership Representative].
• Preparation and delivery of federal and Michigan Schedule K-1s.
• Partnership tax returns.
• Withholding taxes.
• Accounting methods: [Accounting Method Used].

Admission of New Partners

• Admission requires the consent of [Percentage]% of the [General or All] Partners.
• Required documentation: [List of Required Documentation].
• Amendment to the Certificate of Limited Partnership filed with the Michigan Department of Licensing and Regulatory Affairs (LARA).

Withdrawal, Removal, and Expulsion of Partners

• Voluntary withdrawal: [Conditions for Voluntary Withdrawal].
• Involuntary withdrawal, removal, resignation, retirement, bankruptcy, or expulsion:
  • Cause standards: [Definition of Cause].
  • Buyout mechanism: [Fair Market Valuation Method] and [Payment Terms].

Transfer of Partnership Interests

• Restrictions on transfer, assignment, or pledge of partnership interests.
• [Option A: Preemptive rights: Existing partners have preemptive rights to purchase the interest.]
• [Option B: Right of first refusal: Partnership has right of first refusal.]
• Procedures for recognizing transferees as substitute partners in compliance with Michigan statutes.

Indemnification and Liability Limitation

• Comprehensive indemnification and liability limitation for partners.
• Limited partners' immunity from partnership debts and obligations not incurred through their participation in management, as per Michigan law.
• [Option A: Insurance Requirements: The Partnership shall maintain [Type] insurance with coverage of [Dollar Amount].]
• [Option B: No insurance requirements.]

Dispute Resolution

• Mandatory internal mediation.
• [Option A: Arbitration in [City, Michigan].]
• [Option B: Litigation in the circuit courts of the State of Michigan.]
• Applicable law: Law of the State of Michigan.
• Venue: [County], Michigan.

Miscellaneous Provisions

• Banking arrangements: [Name of Bank], Authorized signatories: [List of Authorized Signatories].
• Fiscal year: [Fiscal Year Start Date] to [Fiscal Year End Date].
• Insurance obligations: [Specify Insurance Obligations].

Dissolution and Winding Up

• Conditions, events, and procedures for dissolution and winding up (statutory triggers, consent requirements, judicial dissolution).
• Order of distribution of assets per Michigan law: (creditors, return of capital, remaining balances).
• Final accounts and filing of the Certificate of Cancellation with the Michigan Department of Licensing and Regulatory Affairs (LARA).

Compliance with Michigan Law

• Compliance with all relevant Michigan partnership, securities, and industry licensing requirements.
• Procedures for required Michigan annual reports.
• Filing and amendment of Certificate of Limited Partnership and Registered Agent maintenance.

Partner Covenants

• [Option A: Non-compete agreement: [Details of Non-Compete Agreement].]
• [Option B: Confidentiality agreement: [Details of Confidentiality Agreement].]
• [Option C: Non-solicitation agreement: [Details of Non-Solicitation Agreement].]
• [Option D: No Partner Covenants.]

Conflict of Interest

• Conflict of interest standards.
• Related-party transaction rules.
• Documentation process for material partner actions.

Amendment Procedures

• Regular review and amendment procedures to conform with changes in Michigan law.
• Consent thresholds: [Percentage]% of the [General or All] Partners.
• Notification requirements.

Limited Partner Activities

• Acknowledgment that limited partners may conduct certain activities without losing limited liability, as permitted by Michigan law.
• [Option A: Exceptions: [List of Exceptions].]
• [Option B: No Exceptions.]

Michigan Tax Considerations

• Compliance with Michigan-specific tax withholding and reporting for non-resident partners.
• [Option A: Unitary Business Group or Composite Return considerations.]
• [Option B: No Unitary Business Group or Composite Return considerations.]

Specific Industry or Locality Regulations

• Registration, licensing, or regulatory requirements specific to the industry or locality (e.g., marijuana businesses, financial services).
• Applicable restrictions.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[General Partner 1 Name]

[Limited Partner 1 Name]

[Additional Partners to Sign as Needed]