SB-0841, As Passed House, April 17, 2018

SB-0841, As Passed Senate, March 7, 2018

 

 

 

 

 

 

 

 

 

 

 

 

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.