Foreign Limited Partnership

Agency: Licensing and Regulatory Affairs

Foreign limited partnerships are those oganized under the laws of any other state. Foreign limited partnerships that are "transacting business" in Michigan must first register with the Bureau. The term "transacting business" is a technical one given meaning by court decisions based on the facts of the applicable case. The Revised Uniform Limited Partnership Act sets out particular activities, which in and of themselves do not constitute transacting business. In determining whether it is necessary to register, the limited partnership should look at the proposed activities in this state, the statute, and applicable court decisions.

A foreign limited partnership that does not register, but is transacting business in Michigan may not sue in Michigan courts. Other legal and technical aspects of not filing should be discussed with an attorney.