(4/97) REVIEW PROCEDURES FOR C&S 801 - APPLICATION TO RENEW REGISTRATION OF A LIMITED LIABILITY PARTNERSHIP Act 72, P.A. 1917; MCLA 449.1; MSA 20.1 Section 44(3), Act 72, P.A. 1917 states registration as a limited liability partnership is in effect for one year from the effective date. Registration may be renewed by filing an application provided by the department. A partially preprinted C&S 801 is mailed to the partnership 30 to 60 days in advance of the expiration date. The preprinted information includes the identification number, the partnership name, the principal office address, and the federal employer identification number if one has been provided. In addition, the renewal application for foreign limited liability partnerships include the name of the home state or country, the name of the registered agent, and the address of the registered office. The renewal application must be filed on or prior to the expiration date. Failure to do so results in expiration as a registered limited liability partnership. The act does not provide a mechanism for changing any of the information in the original application nor do subsequent changes affect the status as a limited liability partnership (section 44(5)). The renewal application has been designed to include space for reporting changes in the principal office address, registered agent and registered office. Changes in the state of organization and federal employer number cannot be filed. Changing either of these results in a different partnership being created requiring the filing of form C&S 800 to become registered as a limited liability partnership. The document must be reviewed to determine that all information required by the act is provided; that it is signed; that fees are paid; etc. Following are specific items to be considered in determining whether or not the Renewal Application can be filed. SPECIFIC DOCUMENT ITEMS The application must be on a form provided by the Bureau. STATUTORY CITE Section 44(4) All information in Items 1, 1a, 2a, 2b, 2c, 2d, and 2e MUST be preprinted or typewritten. If not, the application MUST be rejected. ITEM 1 Must be completed with the name and principal office address exactly as it appears on the database. If the name differs, determine if it is as a result of a partner or partners being added. If "yes", the change may be accepted. If "no", it is possible a new partnership has been formed in which case form C&S 800 must be filed for it to be recognized as a limited liability partnership. Section 17 A partner withdrawing from a general partnership results in a dissolution of the partnership. Therefore, a general partnership dissolved as a result of withdrawal, death, bankruptcy, etc. of a partner or partners cannot change its name. Section 29 Similarly, withdrawal of a general partner in a limited partnership can result in cancellation of the partnership unless there is more than one general partner and the partnership agreement provides for continuation of the partnership by the remaining general partner or, within 90 days after the withdrawal, all remaining partners agree to continue business and to the appointment of one or more additional general partners. Therefore, cancellation of a limited partnership as a result of withdrawal of a general partner in some instances prohibits a registered limited partnership from changing its name. ULPA 801(3) American LegalNet, Inc. www.USCourtForms.com REVIEW PROCEDURES FOR C&S 801 - APPLICATION TO RENEW REGISTRATION OF A LIMITED LIABILITY PARTNERSHIP SPECIFIC DOCUMENT ITEMS STATUTORY CITE Change in the principal office address should appear in Item 1a. ITEM 2 This item is applicable to foreign limited liability partnerships only. It must reflect the following as currently on the database. a. the name of the home state or country of the partnership as it appears on the database b. the name of the registered agent in Michigan as it appears on the database c. the address of the registered office in Michigan as it appears on the database Changes in the registered agent or registered office should appear in Item 2c or 2e. If Item 2 is completed by Michigan partnerships, it is not necessary to remove the information but a statement should be inserted in the BUREAU USE ONLY box to the effect the information is required for foreign partnerships only. ITEM 3 Reflect the federal employer identification number if issued. (This number is preprinted if reflected in the original application or subsequent renewal.) Otherwise it may be blank. ITEM 4 Must be signed, in ink, by a majority in interest of the partners or by one or more individuals authorized by a majority in interest to sign. Signatures need not be verified -- whatever signatures appear are acceptable so long as they are affixed in ink. The social security number of each signer if a federal employer identification number has not been issued. (Providing social security numbers is optional; the application should not be rejected if they are missing.) EFFECTIVE DATE Provided the application has been completed and the fee is paid, registration is effective when received. The "Filed" stamp must be the same as the "received" date. If the application is not completed entirely, or the fee has not been paid, the effective date is the date all information required by statute is received. American LegalNet, Inc. www.USCourtForms.com REVIEW PROCEDURES FOR C&S 801 - APPLICATION TO RENEW REGISTRATION OF A LIMITED LIABILITY PARTNERSHIP SPECIFIC DOCUMENT ITEMS Status as a limited liability partnership is not affected by errors, omissions such as federal employer and social security numbers, or subsequent changes. STATUTORY CITE Section 44(5) EXPIRATION DATE The renewal must be received and filed on or prior to the expiration date unless the expiration date is a Saturday, Sunday, or legal holiday. Upon filing, registration is renewed for one year from the current expiration date. The examiner is responsible for inserting the new expiration date in the space provided in the FOR BUREAU USE ONLY box. Section 44(4) When the expiration date is a Saturday, Sunday or legal holiday, the latest date on which the renewal can be considered timely received and filed is the first working day after the expiration date. Renewals received on that date can contain a received and filed date later than the expiration date and are considered timely filed. MCL 8.6 MSA 2.217 FEES The fee is $100.00 Section 44(4) If the application is rejected, $25.00 of the fee is nonrefundable. Section 48(10) American LegalNet, Inc. www.USCourtForms.com