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I entered into a general partnership with an associate of mine on a real estate project. We deeded the property into the partnership several years ago. If it's relevant, we've never made any kind of profit, only worked on developing the property. Now, I want to restructure as an LLC, and it came to my attention that we never filed a certificate of copartnership. In Michigan, I understand you're not required to file anything at the state level, but at the county level you're supposed to file a certificate of copartnership. See http://www.dleg.state.mi.us/bcsc/forms/corp/pub/8011.pdf page 10, which says:
When forming a copartnership a “Certificate of Copartnership” or a “Certificate of Persons Conducting Business Under Assumed Name” must be filed with the county clerk in all the counties in which the business is to be conducted.
Our county is Manistee, and I was able to find a "Certificate of Persons Conducting Business Under Assumed Name" form here: http://www.manisteecountymi.gov/index.php?option=com_content&view=article&id=64&Itemid=111.
My most important question is, does this this affect the validity of the deed (it was deeded to "Our Business Name, a Michigan general partnership" and referred to an address connected to us)? We do have a signed partnership agreement.
Also, should we go ahead and file one now, even though it's been almost five years now and we will be retiring the general partnership entity when we transition to an LLC?
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