SENATE BILL No. 841
February 22, 2018, Introduced by Senators BRANDENBURG, COLBECK, PROOS, ZORN, HUNE, HANSEN, KOWALL, EMMONS, PAVLOV, ROBERTSON, JONES, GREEN, MARLEAU, KNOLLENBERG, CASPERSON, HILDENBRAND, BOOHER, STAMAS and SCHMIDT and referred to the Committee on Finance.
A bill to amend 1917 PA 72, entitled
"Uniform partnership act,"
by amending section 46 (MCL 449.46), as added by 1994 PA 323.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 46. (1) Except for a tax obligation of the partnership, a
partner of a registered limited liability partnership is not liable
directly or indirectly, including by way of indemnification,
contribution, assessment, or otherwise, for debts, obligations, and
liabilities of or chargeable to the partnership, whether in tort,
contract, or otherwise, arising from negligence, wrongful acts,
omissions, misconduct, or malpractice committed while the
partnership is a registered limited liability partnership and in
the course of the partnership business by another partner or an
employee, agent, or representative of the partnership.Except as
provided in subsections (2) and (5), a debt, obligation, or other
liability of a partnership incurred while the partnership is a
registered limited liability partnership is solely the debt,
obligation, or other liability of the registered limited liability
partnership. A partner is not personally liable, directly or
indirectly, by way of contribution or otherwise, for a debt,
obligation, or other liability of the registered limited liability
partnership solely by reason of being or acting as a partner. This
subsection applies regardless of the dissolution of the registered
limited liability partnership.
(2) This section shall Subsection (1) does not affect the
liability of a partner in a registered limited liability
partnership for the partner's own negligence, wrongful acts,
omissions, misconduct, or malpractice, or that of any person
individual who is under the partner's direct supervision and
control, that results in a debt, obligation, or other liability of
the registered limited liability partnership.
(3) Except as provided in subsection (2), a partner in a
registered limited liability partnership is not a proper party to a
proceeding by or against a the registered limited liability
partnership, the object of which is to recover damages or enforce
the obligations arising out of the negligence, wrongful acts,
omissions, misconduct, or malpractice as described in a debt,
obligation, or other liability for which a partner is not liable
under subsection (1).
(4) The failure of a registered limited liability partnership
to observe any applicable formalities relating to the exercise of
its powers or management of its business is not a ground for
imposing liability on a partner for a debt, obligation, or other
liability of the registered limited liability partnership.
(5) Subsection (1) does not affect the personal liability of a
partner for a debt, obligation, or other liability of the
registered limited liability partnership incurred or arising before
the effective date of the amendatory act that added this
subsection.
Enacting section 1. This amendatory act takes effect 90 days
after the date it is enacted into law.