449.29 Dissolution of partnership; definition. Sec. 29. (Dissolution defined). The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business. History: 1917, Act 72, Eff. Aug. 10, 1917 ;– CL 1929, […]
449.30 Dissolution; partnership not terminated. Sec. 30. (Partnership not terminated by dissolution). On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed. History: 1917, Act 72, Eff. Aug. 10, 1917 ;– CL 1929, 9870 ;– CL 1948, 449.30
449.31 Dissolution; causes. Sec. 31. (Causes of dissolution). Dissolution is caused: (1) Without violation of the agreement between the partners: (a) By the termination of the definite term or particular undertaking specified in the agreement, (b) By the express will of any partner when no definite term or particular undertaking is specified, (c) By the […]
449.32 Dissolution; decree of court. Sec. 32. (Dissolution by decree of court). (1) On application by or for a partner the court shall decree a dissolution whenever: (a) A partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind, (b) A partner becomes in any other way […]
449.33 Dissolution; effect as to authority of partner. Sec. 33. (General effect of dissolution on authority of partner). Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership: (1) With respect to […]
449.34 Dissolution; liability of partner. Sec. 34. (Right of partner to contribution from copartners after dissolution). Except as otherwise provided by section 46, if dissolution is caused by the act, death, or bankruptcy of a partner, each partner is liable to his or her copartners for his or her share of any liability created by […]
449.35 Dissolution; power of partner to bind partnership. Sec. 35. (Power of partner to bind partnership to third persons after dissolution). (1) After dissolution a partner can bind the partnership except as provided in paragraph 3: (a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution, (b) By any […]
449.36 Dissolution; effect as to partner’s existing liability. Sec. 36. (Effect of dissolution on partner’s existing liability). (1) The dissolution of the partnership does not discharge the existing liability of any partner. (2) A partner is discharged from existing liability upon dissolution of the partnership by an agreement to that effect between the partner, the […]
449.37 Dissolution; rights of partner to wind up partnership affairs. Sec. 37. (Right to wind up). Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs: Provided, however, That any partner, his legal […]
449.38 Dissolution; rights of partner to application of partnership property. Sec. 38. (Rights of partners to application of partnership property). (1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartners and all persons claiming through them in respect of their interests in the partnership, […]
449.39 Dissolution; rights of partner when partnership dissolved for fraud or misrepresentation. Sec. 39. (Rights where partnership is dissolved for fraud or misrepresentation). Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of 1 of the parties thereto, the party entitled to rescind is, without prejudice to any other right, […]
449.40 Dissolution; rules for distribution of assets and liabilities. Sec. 40. (Rules for distribution). In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (a) The assets of the partnership are as follows: (i) The partnership property. (ii) The contributions of the partners specified […]
449.41 Dissolution; liability of persons continuing business. Sec. 41. (Liability of persons continuing the business in certain cases). (1) When any new partner is admitted into an existing partnership, or when any partner retires and assigns, or the representative of the deceased partner assigns, his rights in partnership property to 2 or more of the […]
449.42 Dissolution; rights of retiring or deceased partner when business continued. Sec. 42. (Rights of retiring or estate of deceased partner when the business is continued). When any partner retires or dies, and the business is continued under any of the conditions set forth in section 41(1, 2, 3, 5, 6), or section 38(2b), without […]
449.43 Dissolution; accrual of rights. Sec. 43. (Accrual of actions). The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any […]
449.44 Limited liability partnership; registration procedures. Sec. 44. (1) A partnership may organize as a limited liability partnership by filing with the department on a form provided by the department a registration that states the following: (a) The name of the partnership. (b) The address of the partnership’s principal office. (c) If the partnership is […]
449.45 Registered limited liability partnership; name. Sec. 45. The name of a registered limited liability partnership shall contain the words “limited liability partnership” or the abbreviation “L.L.P.” or “LLP” as the last words or letters of the partnership’s name. History: Add. 1994, Act 323, Imd. Eff. Oct. 12, 1994
449.46 Registered limited liability partnership; liability of partner. Sec. 46. (1) Except as provided in subsections (2) and (5), a debt, obligation, or other liability of a partnership incurred while the partnership is a registered limited liability partnership is solely the debt, obligation, or other liability of the registered limited liability partnership. A partner is […]
449.47 Foreign limited liability partnership. Sec. 47. (1) A registered limited liability partnership formed under the laws of another state, territory, district, or possession of the United States or another country shall not conduct business in this state until the partnership has registered with the department and paid a registration fee of $100.00. (2) The […]
449.48 Registration or renewal for limited liability partnership; filing. Sec. 48. (1) The registration or renewal of a registration for a limited liability partnership shall be filed by delivering the registration to the department together with the fees and any other documents required by section 44 or 47. The department may establish procedures for accepting […]
