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MI-Certificate-of-Limited-Partnership Print File

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CSCL/CD-401 (Rev. 08/15)
EFFECTIVE DATE:
Address
(FOR BUREAU USE ONLY)
MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS
CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU
Date Received
This document is effective on the date filed, unless a
subsequent effective date within 90 days after received
date is stated in the document.
Name
City State ZIP Code
Document will be returned to the name and address you enter above.
If left blank, document will be returned to the registered office.
CERTIFICATE OF LIMITED PARTNERSHIP
For use by Domestic Limited Partnerships
(Please read information and instructions on the last page)
L
Pursuant to the provisions of Act 213, Public Acts of 1982, the undersigned execute the following Certificate.
Section 1
The name of the limited partnership is:
Section 2
The general character of its business is:
Section 3
a. The address of the office at which the limited partnership records are kept is:
b. The name of the agent for service of process is:
c. The address of the agent for service of process is:
Section 4
The power of a limited partner to grant the right to become a limited partner to an assignee of any part of the partnership
interest, and the terms and conditions of the power, are as follows:
Section 5
a. Describe the times or events when a general partner may terminate membership in the limited partnership, and the terms
and conditions of the termination.
b. Describe the times or events when a l
imited partner may terminate membership in the limited partnership. Include the
amount or method of determining any distribution the limited partner is entitled to receive upon termination of their
membership.
Section 6
The right of the limited partner to receive distributions of property, including cash, from the limited partnership, other than the
indicated in 5(b), is:
Section 7
The right of the limited partner to receive, or a general partner to make to a limited partner, distributions of property, which
include a return of all or any part of the limited partner's contribution, other than indicated in 5(b), is:
Section 8
The times or events at which the limited partnership is to be dissolved and its
affairs wound up are:
Section 9
The right of the remaining general partner(s) to continue the business upon the event of withdrawal of a general partner is:
Section 10
Enter any other matters the partners may desire to include. If additional space is required attach a supplement. Attached are
page(s):
Section 11
Complete one section for each partner (general and limited). General partners must be listed first followed by limited partners.
Item 1 - The type of partner must be either general or limited.
Item 2 - Partner names of individuals must appear in the last name, first name, middle initial sequences. Partner names of
trusts should be the trust name excluding the name of the trustee or trustees.
Item 3 - Indicate the business or residence address of the partner. The address should include the street number and name,
city, state, and ZIP Code.
ITEMS 4 & 5 - LIMITED PARTNERS ONLY - ONE OR BOTH MUST BE COMPLETED
Item 4 - If applicable, indicate the amount of cash previously contributed. If contributions have been made in the form of
property or service, indicate the agreed dollar value of the contribution in the "other $ " space and complete
item 6.
Item 5 - If applicable, indicate the amount of cash to be contributed in the future and complete Item 7. If there are future
contributions in the form of property or services, indicate the agreed dollar value of the contribution in the
"other $ " space and complete Items 6 and 7.
Item 8 - This certificate must be signed and dated by all partners (general and limited) named in the Certificate. A partner
may sign by attorney in fact.
Section 11
1. Type of Partner
General
Limited
2. Partner Name (see instructions for Section 11, Item 2)
3. Address (No., Street, City, State, ZIP Code)
4. Contributions Previously Made (Limited Partners Only)
Cash $ Other $
5. Future Contributions to be Made (Limited Partners Only)
Cash $ Other $
6. Description of Contributions Other than Cash: (Include all property or services contributed or to be contributed)
8. Signature 9. Date
1. Type of Partner
General
Limited
2. Partner Name (see instructions for Section 11, Item 2)
3. Address (No., Street, City, State, ZIP Code)
4. Contributions Previously Made (Limited Partners Only)
Cash $ Other $
5. Future Contributions to be Made (Limited Partners Only)
Cash $ Other $
6. Description of Contributions Other than Cash: (Include all property or services contributed or to be contributed)
8. Signature 9. Date
7. Times or Events Requiring Future Contributions: (Cash, Property or Services)
7. T
imes or Events Requiring Future Contributions: (Cash, Property or Services)
1. Type of Partner
General
Limited
2. Partner Name (see instructions for Section 11, Item 2)
3. Address (No., Street, City, State, ZIP Code)
4. Contributions Previously Made (Limited Partners Only)
Cash $ Other $
5. Future Contributions to be Made (Limited Partners Only)
Cash $ Other $
6. Description of Contributions Other than Cash: (Include all property or services contributed or to be contributed)
8. Signature 9. Date
7. Times or Events Requiring Future Contributions: (Cash, Property or Services)
Section 11
1. Type of Partner
General
Limited
2. Partner Name (see instructions for Section 11, Item 2)
3. Address (No., Street, City, State, ZIP Code)
4. Contributions Previously Made (Limited Partners Only)
Cash $ Other $
5. Future Contributions to be Made (Limited Partners Only)
Cash $ Other $
6. Description of Contributions Other than Cash: (Include all property or services contributed or to be contributed)
8. Signature 9. Date
1. Type of Partner
General
Limited
2. Partner Name (see instructions for Section 11, Item 2)
3. Address (No., Street, City, State, ZIP Code)
4. Contributions Previously Made (Limited Partners Only)
Cash $ Other $
5. Future Contributions to be Made (Limited Partners Only)
Cash $ Other $
6. Description of Contributions Other than Cash: (Include all property or services contributed or to be contributed)
8. Signature 9. Date
7. Times or Events Requiring Future Contributions: (Cash, Property or Services)
7. T
imes or Events Requiring Future Contributions: (Cash, Property or Services)
1. Type of Partner
General
Limited
2. Partner Name (see instructions for Section 11, Item 2)
3. Address (No., Street, City, State, ZIP Code)
4. Contributions Previously Made (Limited Partners Only)
Cash $ Other $
5. Future Contributions to be Made (Limited Partners Only)
Cash $ Other $
6. Description of Contributions Other than Cash: (Include all property or services contributed or to be contributed)
8. Signature 9. Date
7. Times or Events Requiring Future Contributions: (Cash, Property or Services)
Submit with check or money order by mail:
Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporation
s Division
P.O. Box 30054
Lansing, MI 48909
To submit in person:
2501 Woodlake Circle
Okemos, MI
Telephone: (517) 241-6470
Fees may be paid by check, money order, VISA,
Mastercard or Discover when delivered in person to
our office.
MICH-ELF (Michigan Electronic Filing System):
First Time Users: Call (517) 241-6470, or visit our website at http://www.michigan.gov/corporations
Customers with MICH-ELF Filer Account: Send document to (517) 636-6437
LARA is an equal opportunity employer/program. Auxiliary aids, services and other reasonable accommodations are available upon request
to individuals with disabilities.
10. NONREFUNDABLE FEE: Make remittance payable to the State of Michigan. Include limited partnership name and identification
number on check or money order..................................................................................................................................$10.00
INFORMATION AND INSTRUCTIONS
1. The Certificate of Limited Partnership cannot be filed until this form is submitted.
CSCL/CD-401 (Rev. 08/15)
Preparer's Name
Business Telephone Number
(
)
2. Submit one original of this document. Upon filing, the document will be added to the records of the Corporations, Securities
& Commercial Licensing Bureau. The original will be returned to your registered office address, unless you enter a different
address in the box on the front of this document.
Since this document will be maintained on electronic format, it is important that the filing be legible. Documents with poor
black and white contrast, or otherwise illegible, will be rejected.
3. This certificate is to be used for the purpose of forming a domestic limited partnership pursuant to Section 201 of Act 213, P.A. of 1982.
4. If additional space is required for any section, continue the section on a supplement. If one or more of section(s) 4 through 9 of this
Certificate are not applicable, state "none",
5. Section 1 - The limited partnership name must contain, without abbreviation, the words "limited partnership". The name may not contain
the name of a limited partner (unless the name is also the name of the general partner or the business of the limited partnership had
been carried on under that name before the admission of that limited partner). The name may not contain any word or phrase indicating
or implying that it is organized for a purpose other than described in Section 2 of the Certificate.
6. Section 3(a) - The limited partnership must keep at the office as required by Sec. 105(a)(1) of the Act (1) a current list of the full name
and last known business or residence address of each partner, specifying separately the general partners and limited partners in
alphabetical order within each category, (2) a copy of the Certificate of Limited Partnership and all Certificates of Amendment, Restated
Certificates of Limited Partnership and Certificates of Assumed Name together with executed copies of any powers of attorney, (3)
copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years, and (4)
copies of any then effective written partnership agreements and financial statements for the three most recent years.
Section 3(b) - The agent must be an individual resident of Michigan, a domestic corporation, or a foreign corporation authorized to do
business in Michigan.
Section 3(c) - The address of the agent must be a location, P.O. Box addresses are not acceptable.
7. Section 10 - This Certificate is effective on the date endorsed "filed" by the Bureau. A later effective date, no more than 90 days after
the date of delivery, may be stated in this section.
8. NOTICE - "Units" and Limited Partnership Certificates - Although the Michigan Revised Uniform Limited Partnership Act (MRULPA), PA
213 of 1982, does not use the term "unit", documents are frequently submitted which refer to a "unit of interest", "unit of limited
partnership", or a similar phrase. To form a limited partnership, two or more persons execute and file a Certificate of Limited Partnership.
The Certificate must include the name and address of each partner and specify if they are general partners or limited partners.
The use of terminology other than general partner or limited partner in describing the interest of parties in the limited partnership is
confusing. If the term "unit" is used in conjunction with "limited partnership interest", it may be a designation of units of a limited
partnership interest and reflect the intention to create a master limited partnership. The names and addresses of the unit holders would
not be required to be included in the Certificate of Limited Partnership unless the unit holder is also a limited partner. If the names and
addresses of unit holders, other than limited partners, are included in the Certificate of Limited Partnership it will have a negative impact
of the ability to freely trade the units as securities.
9. Section 11 - The Certificate must be signed in ink by each partner.
Optional expedited service.
Expedited review and filing, if fileable, is available for all documents for profit corporations, limited
liability companies, limited partnerships and nonprofit corporations.
The nonrefundable expedited service fee is in addition to the regular fees applicable to the specific
document.
Please complete a separate CSCL/CD-272 form for expedited service for each document
submitted in person, by mail or MICH-ELF.
24-hour service - $50 for formation documents and applications for certificate of authority.
24-hour service - $100 for any document concerning an existing entity.
Same day service
Same day - $100 for formation documents and applications for certificate of
authority.
Same day - $200 for any document concerning an existing entity.
Review completed on day of receipt. Document and request for same day expedited
service must be received by 1 p.m. EST OR EDT.
Two hour - $500
Review completed within two hours on day of receipt. Document and request for two hour
expedited service must be received by 3 p.m. EST OR EDT.
One hour - $1000
Review completed within one hour on day of receipt. Document and request for 1 hour
expedited service must be received by 4 p.m. EST OR EDT.
First time MICH-ELF user requesting expedited service must obtain a MICH-ELF filer number prior
to submitting a document for expedited service. CSCL/CD-901.
Changes to information on MICH-ELF user's account must be submitted before requesting
expedited service. CSCL/CD-901.
Documents submitted by mail are delivered to a remote location for receipts processing and are
then forwarded to the Corporation
s Division for review. Day of receipt for mailed expedited service
requests is the day the Corporations Division receives the request.
Rev. 08/15
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Completed 3 July 2020

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