Form a Partnership in Michigan
Everything you need to know about forming a Partnership in Michigan. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose Your Partnership Type
Decide between a General Partnership (GP), Limited Partnership (LP), or Limited Liability Partnership (LLP). General partnerships require no state filing, while LPs and LLPs must register with Michigan LARA.
1-2 hours
Select and Verify a Partnership Name
Choose a unique business name and verify its availability using the Michigan LARA business entity search at michigan.gov/lara. Limited partnerships must include 'Limited Partnership' or 'L.P.' in the name.
30 minutes
Draft a Partnership Agreement
Although not legally required in Michigan, a written partnership agreement is strongly recommended to outline each partner's rights, responsibilities, profit-sharing ratios, and procedures for dissolution or partner changes.
2-5 hours
Designate a Registered Agent
Appoint a registered agent with a physical Michigan street address to receive official legal and government correspondence on behalf of the partnership. The agent must be available during normal business hours.
30 minutes
What's Next After Filing
Once your Partnership is officially formed, you'll want to complete these important steps:
- •File Formation Documents with LARA — For Limited Partnerships, file a Certificate of Limited Partnership (Form 402) with Michigan LARA either online or by mail with the $10 filing fee. General partnerships do not file with the state but may file an assumed name certificate with their county clerk.
- •Obtain an EIN and Register for Taxes — Apply for a Federal Employer Identification Number (EIN) through the IRS website at no cost. Register with the Michigan Department of Treasury for state tax obligations, including sales tax or employer withholding if applicable.
- •Obtain Licenses, Permits, and Open a Bank Account — Secure any required local, county, or state business licenses or professional permits relevant to your industry. Open a dedicated business bank account to keep partnership finances separate from personal funds.
Advantages
- ✓Simple and inexpensive to form, especially general partnerships which require no state registration in Michigan
- ✓Pass-through taxation avoids double taxation — profits and losses flow directly to partners' personal tax returns
- ✓Flexible management structure with no required board of directors or formal meeting requirements
- ✓Limited partners in an LP enjoy liability protection for their personal assets beyond their investment contribution
Considerations
- •General partners face unlimited personal liability for business debts, lawsuits, and obligations of the partnership
- •Partnerships dissolve automatically upon the death, withdrawal, or bankruptcy of a general partner unless the agreement states otherwise
- •Limited partnerships involve more complexity and formality than general partnerships, including state registration and annual reporting
- •Raising capital can be more difficult than corporations, as partnerships cannot issue stock
Annual Obligations
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