INSTRUCTIONS: CERTIFICATE OF LIMITED PARTNERSHIP MI 401

“Certificate of Limited Partnership MI 401 Step 1”

State the name of the limited partnership in section 1.  The state requires the name to contain the term “limited partnership” or an appropriate abbreviation.  List the limited partnership’s general purpose in section 2

“Certificate of Limited Partnership MI 401 Step 2”

Provide the address where the limited partnership’s records are filed.  Provide the registered agent’s name and address in section 3b-c. 

“Certificate of Limited Partnership MI 401 Step 3”

List the powers and limitations for a limited partner in section 4.  If additional space is needed, attach a separate form. 

“Certificate of Limited Partnership MI 401 Step 4”

List specific cases or times when a general partner can terminate a limited partnership.  Provide the conditions for the termination as well in section 5a.  State when a limited partner can terminate a membership in section 5b.  If a limited partner can receive distributions of real property or cash not specified in section 5b, provide these rights in section 6. 

“Certificate of Limited Partnership MI 401 Step 5”

If the limited partner can receive any part or all of their initial contribution, provide these conditions in section 7 unless specified in section 5b. 

“Certificate of Limited Partnership MI 401 Step 6”

Provide specific times or events when the limited partnership will dissolve or the goal of the partnership is fulfilled in section 8. 

“Certificate of Limited Partnership MI 401 Step 7”

If the general partner has a right to carry on business after another general partner leaves, provide the conditions in section 9.  If any other matters need presented, include the terms in section 10. 

“Certificate of Limited Partnership MI 401 Step 8”

Complete section 11 for each general or limited partner.  Follow the instructions below:

1.       Indicate type of partner

2.       Partner’s name

3.       Street address

4.       Amounts and types of contributions from limited partner

5.       Values of future contributions from limited partner

6.       Description of contributions

7.       Time and events that require contributions

8.       Partner’s signature

9.       Date of Signature

“Certificate of Limited Partnership MI 401 Step 9”

The filing fee is $10.00, but expedited service will cost more.  Pay by check, money order, or credit card and make payable to State of MichiganYou can file this form, electronically, by mail, or in person. 

INSTRUCTIONS: FL PARTNERSHIP REGISTRATION STATEMENT

This form allows two or more individuals and/or business entities to form a partnership in the state of Florida.  If additional help is needed with this form, you should hire an attorney.

“FL Partnership Registration Statement Step 1”

Provide the name of the partnership on the first line of the form.  Make sure the name of the partnership is not already registered under the Florida Department of State. 

“FL Partnership Registration Statement Step 2”

List the state and county of the partnership’s formation in part 2.  List the partnership’s federal employer identification (FEI) number in part 3.

“FL Partnership Registration Statement Step 3”

List the street address for the chief executive office in part 4.  Provide the street number, street name, city, state, zip code, and country if outside of the US. 

“FL Partnership Registration Statement Step 4”

If a principal office exists within the state of Florida, list the street address for the office in part 5.  Otherwise, leave this section blank.

“FL Partnership Registration Statement Step 5”

Check the appropriate box in part 6.  Check the first box if you’re attaching a list of names and mailing address for all partners and Florida registration numbers for business entities.  Check the second box if a registered agent is responsible for maintaining a similar list. 

“FL Partnership Registration Statement Step 6”

Provide the name and street address for the registered agent in the second section of part 6.  Provide a Florida registration number if the registered agent is a business entity.  If any of the partners are business entities, provide the name of the entity and their Florida registration number in the third section of part 6. 

“FL Partnership Registration Statement Step 7”

If the partnership wants to postpone the effective date, provide a specific date in part 7.  Two partners need to provide their signatures at the bottom of this form and print their name below their signature. 

“FL Partnership Registration Statement Step 8”

The partnership needs to provide a cover sheet with this form.  Provide the name of the partnership at the top of the form and a name and contact information for correspondence. 

“FL Partnership Registration Statement Step 9”

Provide a minimum filing fee of $50.00 with this form.  If you’re mailing the form, use the following address:

Registration Section

Division of Corporations

Clifton Building

2661 Executive Center Circle

Tallahassee, Florida 32301

INSTRUCTIONS: NV PARTNERSHIP APPLICATION

Use this form if you’re applying for a partnership in the state of Nevada and you want to submit the documents by mail.  DO NOT use this form if you are exempt from requirements under NRS 76.020.  If you’re exempt from licensing requirements under the mentioned statute, file a State Business License Exemption form with the Secretary of State. 

“NV Partnership Application Step 1”

A partner of the names partnership needs to sign the first part of this form.  The statement states the applicant believes all of the information on the form is accurate and complete and that false and forged statements qualify as a category C felony.  The partner needs to provide their first name, last name, title, and date of signature as well. 

“NV Partnership Application Step 2”

In part 2, state the name of the partnership.  If the partnership is a limited liability limited partnership, limited partnership, or a professional partnership, the proposed name must qualify under state law.  Ask and attorney for more information. 

“NV Partnership Application Step 3”

If there are any other business entities joining the partnership, list the entity names in part 3.  Up to 4 business entities can join the partnership in Nevada. 

“NV Partnership Application Step 4”

List the physical street address of the partnership’s principle office—even if out of state—in part 4.  If the mailing address is different from the physical address, list the mailing address in part 5. 

“NV Partnership Application Step 5”

Provide a phone number for the partnership, along with an email address for electronic notices.  Check the box in part 7 if you want to receive notices electronically.  If you do not check the box, notices will arrive by mail. 

“NV Partnership Application Step 6”

Provide a taxpayer identification number in part 8.  Do not list a social security number in any case. 

“NV Partnership Application Step 7”

The filing fee for this form is $200.00, and expedited service will cost more.  Make the check payable to Secretary of State and send the forms to the following address:

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

If the form is unsigned, incomplete, or inaccurate, the applicant will receive a returned form.  The filing fee is nonrefundable so make sure the form is complete and accurate.  Consider speaking with an attorney while filing this form. 

INSTRUCTIONS: TENNESSEE GENERAL PARTNERSHIP (STATEMENT OF PARTNERSHIP AUTHORITY) 

To form a general partnership in the state of Tennessee, you will need to file a statement of partnership authority. This form is processed by the Secretary of State and is available on the website of the government of Tennessee. This document is not mandatory for use. The Secretary of State will process a statement of partnership authority drafted by the business in question.

Tennessee General Partnership (Statement Of Partnership Authority) Step 1: Question one asks for the name of the general partnership.

Tennessee General Partnership (Statement Of Partnership Authority) Step 2: Question two asks for the street address of your chief executive office.

Tennessee General Partnership (Statement Of Partnership Authority) Step 3: Question three asks for the street address of one of your Tennessee offices, if applicable.

Tennessee General Partnership (Statement Of Partnership Authority) Step 4: Question four asks for the names of all partners who are authorized to execute instruments related to real property owned by the partnership.

Tennessee General Partnership (Statement Of Partnership Authority) Step 5: Question five should only be completed if you need to describe the authority or limitations thereof of some or all partners to perform other transactions on behalf of the partnership. 

Tennessee General Partnership (Statement Of Partnership Authority) Step 6: Two partners must sign and print their name, as well as providing the date. 

Tennessee General Partnership (Statement Of Partnership Authority) Step 7: A filing fee of $20 must be submitted along with this statement of partnership authority. This may be paid with a check, money order or bank draft.

Tennessee General Partnership (Statement Of Partnership Authority) Step 8: Unless dissolved earlier, the partnership will be cancelled five years after it takes effect or five years after the most recent amendment concerning it has been filed.

Tennessee General Partnership (Statement Of Partnership Authority) Step 9: At a later date, the statement may be amended or canceled by any person who signed it by submitting an amendment or cancellation. This statement should contain the name of the partnership, identify the statement earlier filed, and give a summary of the proposed amendment or cancellation. A standardized Amendment/Cancellation of Partnership Statement form is provided by the Secretary of State. A $20 filing fee will be assessed for processing this statement.

INSTRUCTIONS: TENNESSEE APPLICATION FOR RESERVATION OF LIMITED LIABILITY COMPANY NAME (Form SS-4228)

People who wish to reserve a name for their business in Tennessee must submit an application to the Secretary of State. This article discusses the application that should be sent in by anyone seeking a name for their limited liability company (LLC). This document is available on the official website of the state of Tennessee, in the section maintained by the secretary of state. If you wish to transfer a reserved name, you should file form SS-4234. If you wish to cancel a reserved name, you should file form SS-4226. The document does not need to be submitted with the articles of organization that formally create an LLC and can be submitted at any time.

Tennessee Application For Reservation Of Limited Liability Company Name SS-4228 Step 1: The top section marked "for office use only" should not be filled in.

Tennessee Application For Reservation Of Limited Liability Company Name SS-4228 Step 2: Enter the name you wish to be reserved for your business in the space indicated for this use.

Tennessee Application For Reservation Of Limited Liability Company Name SS-4228 Step 3: Give the full name, street address, city, state and zip code of the LLC on whose behalf you are filing.

Tennessee Application For Reservation Of Limited Liability Company Name SS-4228 Step 4: Give the month, date and year on which you are completing the form where indicated.

Tennessee Application For Reservation Of Limited Liability Company Name SS-4228 Step 5: Provide your signature where indicated.

Tennessee Application For Reservation Of Limited Liability Company Name SS-4228 Step 6: Type or print your name where indicated.

Tennessee Application For Reservation Of Limited Liability Company Name SS-4228 Step 7: If you are completing the form on behalf of a LLC which you do not have a stake in, note your relationship to the business above the line labeled "Signer's capacity (if other than individual capacity)." 

Tennessee Application For Reservation Of Limited Liability Company Name SS-4228 Step 8: The document should be submitted to the Nashville office of the Secretary of State. The address is given at the top of the page.

Tennessee Application For Reservation Of Limited Liability Company Name SS-4228 Step 9: A filing fee of $20 should be submitted along with your application.

INSTRUCTIONS: DOMESTIC LLC ARTICLES OF AMENDMENT

This form is used in any of the following circumstances:

·         The limited liability company wants to change its name

·         There is a false or confusing statement within the Article of Organization

·         There is a change in the period of duration

·         There is a change in any statement(s) within the Articles of Organization

In any of the following cases, this form needs submitted to the Judge of Probate in the LLC’s county of operation within 30 days of the change. 

“Domestic LLC Articles of Amendment Step 1”

Write the name of the limited liability company in Article I of this document.  Write the date, including month, day and year of filing the articles of organization in Article II.

“Domestic LLC Articles of Amendment Step 2”

Provide the amended contents of the articles of organization in Article III of this form.  The changes must be pursuant to the Alabama Limited Liability Act. 

“Domestic LLC Articles of Amendment Step 3”

Nothing is required in Article IV of this document.  The section simply proclaims that the members of the limited liability company reached a majority vote on the amendment(s).  The bottom of the form needs signed and dated by the leading member of the LLC.

“Domestic LLC Articles of Amendment Step 4”

The original form and two copies of the form need filed in the county where the original Articles of Organization were filed.  The Judge of Probate will notify you of the fees. 

“Domestic LLC Articles of Amendment Step 5”

In some cases, the LLC members may choose to resubmit the original Articles instead of filing an amendment.  There is no specific form for reinstating the original articles, but this action is allowed by the state. 

“Domestic LLC Articles of Amendment Step 6”

Once the amendment is recorded by the Judge of Probate, the forms will be sent to the Secretary of State within 10 days.  The filer of the amendment will also receive a certified copy of the amendment in the mail. 

“Domestic LLC Articles of Amendment Step 7”

If you want to change the Alabama registered agent, you cannot use this form.  The Statement of Change of Registered Agent is required instead of this form.