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Chapter 450
- CORPORATIONS
Section 450.1‑450.61 ‑ Repealed. 1951, Act 239, Eff. Sept. 28, 1951;—1962, Act 174, Eff. Jan. 1, 1964;—1967, Act 67, Eff. Nov. 2, 1967;—1972, Act 284, Eff. Jan. 1, 1973.
Section 450.98 ‑ Applicability of act to corporations limiting dividends or voting rights, and conducting not more than 50% of business with nonstockholders or nonmembers; classification of corporations organized under MCL 450.98 to 450.109 as profit and nonprofit.
Section 450.99 ‑ Cooperative plan; definition; allocation of reserved earnings; cooperative corporations; use of term “cooperative,”“co-op,” or variation thereof.
Section 450.101 ‑ Cooperative corporations; shareholders' powers; directors, election, term, number; voting.
Section 450.104 ‑ Cooperative corporations; reserve funds, investment; shareholders, vote.
Section 450.105 ‑ Cooperative corporations; purchase of business; payment, methods.
Section 450.106 ‑ Cooperative corporations; distribution of dividends; reserves; distribution of cooperative dividends; determining annual privilege fee.
Section 450.107 ‑ Cooperative corporations; surplus earnings, distribution; failure, penalty.
Section 450.108 ‑ Cooperative corporations; dealing in commodities; contracts, agreements.
Section 450.109 ‑ Cooperative corporations; breach of contract; encouragement prohibited; penalty.
Section 450.133 ‑ Incorporation of fraternal or secret societies; parent lodge.
Section 450.135 ‑ Parent corporations; ritual, rules; subordinate lodges, chartering.
Section 450.140 ‑ Parent corporations; government, representative form; first annual meeting.
Section 450.144 ‑ Local lodges; powers as to property; parent corporation, supervision.
Section 450.146 ‑ Parent or local lodges; powers of non-profit corporation.
Section 450.147 ‑ Parent or local lodges; relief funds, raising, payment from treasury.
Section 450.149 ‑ Trustee corporations; trustees, vesting of property; trust instrument, definition.
Section 450.153 ‑ Trustee corporations; property and funds, use, investments.
Section 450.155 ‑ Trustee corporations; circuit courts, petition; jurisdiction of court.
Section 450.156 ‑ Trustee corporations; act amendment of trustee agreement.
Section 450.157 ‑ Trustee corporations; hospitals; asylums; trustee instrument; apprenticing destitute or foundling children.
Section 450.158 ‑ Trustee corporations; hospital, asylum, charitable institution; gifts, acceptance.
Section 450.159 ‑ Church trustee corporations; trustees, election, number; certification of election.
Section 450.159a ‑ Church trustee corporations; trustees, increase, decrease; resolutions, adoption; meetings, terms; additional trustee, election.
Section 450.162 ‑ Church trustee corporations; investment, powers, certificate.
Section 450.167a ‑ Henry Ford trade school; dissolution; cancellation of franchise; assets, disposal, sale; debts, payment; retirement program; payment of dissolution charges; certificate, filing, contents.
Section 450.171 ‑ Educational corporations; classification; religious college not included; filing of articles of incorporation; statement; guaranteed annual income as credit to capital; use of "college", "university", or "junior college" as name; expansion of program.
Section 450.173 ‑ Educational foundations; articles of incorporation, contents, amendment.
Section 450.174 ‑ Educational foundations; property, acceptance; government.
Section 450.175 ‑ Educational foundations; board of directors, trustees; powers.
Section 450.176 ‑ Educational corporations; holders of diplomas or certificates; privilege or immunity.
Section 450.177 ‑ Educational foundations; inspection by state board of education, time; annual report, contents.
Section 450.180 ‑ Ecclesiastical corporations; articles, execution, contents; receivership; unclaimed property, state.
Section 450.182 ‑ Ecclesiastical corporations; articles, amendment procedure.
Section 450.184 ‑ Ecclesiastical corporations; gifts, acceptance, investment.
Section 450.184a ‑ Organization and operation of religious college by ecclesiastical corporation.
Section 450.185 ‑ Ecclesiastical corporations; powers of church unrestricted.
Section 450.186 ‑ Ecclesiastical corporations; Sunday school, religious society; incorporation.
Section 450.186a ‑ Public building corporations; incorporation; contracts with state administrative board, legislature's approval.
Section 450.186b ‑ Public building corporations; powers as to property; state contracts, leases; bonds; by-laws.
Section 450.186c ‑ Public building corporations; non-profit provisions, applicability; administration of property and accumulation; rent to state; fees, purpose.
Section 450.186d ‑ Public building corporations; trustees, number, terms, compensation; members, term, admission.
Section 450.186e ‑ Public building corporations; winding up affairs by legislature; property, conservation, disposition.
Section 450.191 ‑ Repeal of acts and parts of acts; MCL 450.631 and 450.632 inapplicable to corporations governed by this act.
Act 192 of 1962 ‑ Repealed- PROFESSIONAL SERVICE CORPORATION ACT (450.221 - 450.235)
Act 169 of 1965 ‑ DISSOLUTION OF CHARITABLE PURPOSE CORPORATIONS (450.251 - 450.253)
Section 450.251 ‑ Charitable purpose corporations; dissolution; notice, to attorney general, time; court proceedings.
Section 450.252 ‑ Charitable purpose corporations; notice of withdrawal; filing, conditions.
Act 85 of 1921 ‑ Repealed- CORPORATE FEES, TAXES, AND CHARGES (450.301 - 450.310)
Act 226 of 1885 ‑ Repealed- REPORTS OF CERTAIN FOREIGN CORPORATIONS AND JOINT STOCK COMPANIES (450.351 - 450.354)
Act 213 of 1935 ‑ Repealed- REINSTATEMENT OF NONPROFIT CORPORATIONS (450.401 - 450.402)
Act 2 of 1945 ‑ REVIVAL OF NONPROFIT CORPORATIONS (450.411 - 450.412)
Section 450.411 ‑ Nonprofit corporations; renewal of corporate existence; new articles; reports; fees; penalty.
Section 450.412 ‑ Nonprofit corporations; revival of charter; extension of corporate term; validity of corporate acts.
Act 161 of 1947 ‑ Repealed- REINSTATEMENT OF ECCLESIASTICAL CORPORATIONS (450.421 - 450.422)
Act 48 of 1947 ‑ Repealed- REINSTATEMENT OF PROFIT CORPORATIONS (450.431 - 450.432)
Act 90 of 1954 ‑ Repealed- REINSTATEMENT OF NONPROFIT CORPORATIONS (450.441 - 450.442)
Act 138 of 1941 ‑ REINSTATEMENT OF CEMETERY ASSOCIATIONS (450.471 - 450.473)
Section 450.471 ‑ Nonprofit cemetery association; reinstatement of charter; report; penalty; certificate; filing articles of association.
Section 450.472 ‑ Non-profit cemetery associations; right restoration; contracts validation.
R‑S‑1846‑450‑504‑55 ‑ CHAPTER 55 CHAPTER 55. GENERAL PROVISIONS RELATING TO CORPORATIONS. (450.504...450.525)
Section 450.504 ‑ Absence or death of person authorized to call or preside at legal meeting of corporation; application; warrant to call meeting.
Section 450.507 ‑ Holding of land; subscriptions; donations; stock transfer; articles, amendment.
Section 450.523 ‑ Fraudulent transfer of shares to avoid taxation; penalty.
Section 450.524 ‑ Returns to state treasurer; default, computation, state tax.
Act 112 of 1889 ‑ Repealed- SALE OF CORPORATE PROPERTY, FRANCHISES, RIGHTS, AND PRIVILEGES (450.631 - 450.632)
Act 112 of 1885 ‑ Repealed- ELECTION OF CORPORATE DIRECTORS (450.651 - 450.651)
Act 354 of 1917 ‑ PRACTICE OF LAW BY CORPORATIONS AND VOLUNTARY ASSOCIATIONS (450.681 - 450.681)
Section 450.681 ‑ Practice of law by corporations and voluntary associations prohibited; exceptions; penalty.
Section 450.691 ‑ Incorporation of library by proprietors; meeting; notice.
Section 450.692 ‑ Libraries; proprietors; powers; proceedings, certificate; recording.
Section 450.695 ‑ Libraries; shares, assessment and transfer; holding of property.
Act 156 of 1955 ‑ ATTORNEY IN FACT FOR SERVICE OF PROCESS (450.701 - 450.704)
Section 450.701 ‑ Corporation director, manager, trustee or officer; resident agent, attorney; appointment, duration.
Section 450.702 ‑ Corporation director, manager, trustee or officer; resident agent; service of process, copy forwarded.
Section 450.703 ‑ Corporation director, manager, trustee or officer; continuance.
Section 450.704 ‑ Corporation director, manager, trustee or officer; resignation.
Section 450.733 ‑ Program to assist in developing employee-owned corporations; establishment; operation; duty of department.
Act 44 of 1979 ‑ Repealed- EMPLOYEE-OWNED CORPORATIONS (450.751 - 450.759)
Act 428 of 1980 ‑ STATE PROCUREMENTS FOR MINORITY OWNED AND WOMAN OWNED BUSINESSES (450.771 - 450.776)
Section 450.772 ‑ Construction, goods, and services procurement policy; minority owned and woman owned businesses; provisions; program changes; portion of prime contract reflecting minority owned or woman owned business participation; bidder requirements; contract award.
Section 450.773 ‑ Establishing procurement policy for meeting projected goals; report; staff.
Section 450.774 ‑ Certification as minority owned or woman owned business; affidavit; filing.
Section 450.775 ‑ Violating or conspiring to violate act; fraudulent procurement of contract; felony; penalty; barring violator from obtaining future contracts.
Section 450.776 ‑ Minority owned or woman owned business as prime contractor.
Act 464 of 1980 ‑ Repealed- SMALL BUSINESS DEVELOPMENT PROGRAM (450.781 - 450.787)
Act 112 of 1988 ‑ THE BUSINESS OPPORTUNITY ACT FOR PERSONS WITH DISABILITIES (450.791 - 450.795)
Section 450.793 ‑ Departmental goals; review of progress; recommendations; changes in programs; consideration of subcontracts and joint ventures; consideration in meeting requirements of subsections (1) and (3); award of contract to lowest qualified bidder; report.
Section 450.794 ‑ Designation of certifying agency by governor; acceptable documentation; verification; application form; affidavit and documentation; proof required.
Section 450.795 ‑ Fraudulent procurement of contract prohibited; violation as felony; penalty.
Act 217 of 1985 ‑ Repealed- EMPLOYEE-OWNED CORPORATION REVOLVING LOAN FUND (450.801 - 450.815)
Section 450.833 ‑ Applicability of act to electronic records and signatures.
Section 450.837 ‑ Record or signature in electronic form; legal effect; enforcement.
Section 450.838 ‑ Agreement to conduct transaction by electronic means; satisfaction of legal requirement.
Section 450.841 ‑ Signature notarized, acknowledged, verified, or made under oath; satisfaction of requirement.
Section 450.843 ‑ Evidence of record or signature in criminal or civil proceeding.
Section 450.848 ‑ Use of electronic records and signatures by governmental agency; determination by department of management and budget.
284‑1972‑1 ‑ CHAPTER 1 GENERAL PROVISIONS (450.1101...450.1151)
Section 450.1122 ‑ References to repealed acts; statutes inapplicable to corporations defined in MCL 450.1106; uniform fraudulent transfer act inapplicable to distributions.
Section 450.1125 ‑ Applicability to foreign commerce, interstate commerce, and federal corporations.
Section 450.1131 ‑ Submission of document; delivery; filing; return of copy; public inspection; maintaining records or files; copies of documents and destroying originals; facsimile or electronic transmission as original; effective date of document; fees.
Section 450.1133 ‑ Correction of document relating to domestic or foreign corporation; signing and filing of certificate of correction; contents of certificate; effective date of corrected document.
Section 450.1141 ‑ Corporate action without notice or lapse of prescribed time period.
Section 450.1142 ‑ Notice or communication where communication unlawful or where notice or communication not required; statement.
Section 450.1143 ‑ Mailing notice or communication; delivery; electronic transmission; "address" defined.
Section 450.1151 ‑ Notice of refusal to file document; refusing or revoking authorization of foreign corporation to transact business; judicial review.
284‑1972‑2 ‑ CHAPTER 2 FORMATION; PURPOSES AND POWERS (450.1201...450.1275)
Section 450.1204 ‑ Articles of incorporation; provision as to compromise, arrangement, or plan of reorganization.
Section 450.1205 ‑ Articles of incorporation; effect of provision as to compromise, arrangement, or plan of reorganization.
Section 450.1212 ‑ Corporate name; conformity; noncompliance of corporate name of foreign corporation as bar to certificate of authority; rights to use of corporate name not created.
Section 450.1213 ‑ Assumption of name implying banking, insurance, surety, or trust company; prohibited letters or words; corporation licensed as nursing home; use of terms.
Section 450.1215 ‑ Corporate name; reservation of right to use; transfer of right.
Section 450.1221 ‑ Beginning of corporate existence; filing of articles as evidence.
Section 450.1223 ‑ Selection of board; adoption of bylaws; first meeting; quorum; election of officers; transaction of business.
Section 450.1231 ‑ Adoption, amendment, or repeal of bylaws; contents of bylaws.
Section 450.1242 ‑ Changing registered office or resident agent; statement; changing address of registered office.
Section 450.1251 ‑ Formation of corporation for lawful purpose; exception; aiding national emergency.
Section 450.1275 ‑ Agreement to pay interest in excess of legal rate; defense of usury prohibited.
284‑1972‑2A ‑ CHAPTER 2A PROFESSIONAL CORPORATIONS (450.1281...450.1289)
Section 450.1284 ‑ Professional corporation subject to MCL 333.16101 to 333.18838.
Section 450.1285 ‑ Professional services; licensure of officers, employee, and agents; other laws; liability.
Section 450.1286 ‑ Officer, shareholder, agent, or employee; legal disqualification; restriction or limitation of authority to provide services; failure to comply with section.
Section 450.1288 ‑ Issuance of capital stock; sale or transfer of shares; voting trust or other agreement; redemption or purchase of shares.
Section 450.1289 ‑ Professional entity as surviving entity of merger or conversion.
284‑1972‑3 ‑ CHAPTER 3 CAPITAL STRUCTURE AND CORPORATE FINANCE (450.1301...450.1392)
Section 450.1301 ‑ Issuance and classes of shares; rights, preferences, and limitations.
Section 450.1302 ‑ Class of shares; division and issuance in series; rights and preferences; certificate; amendment eliminating series of shares.
Section 450.1303 ‑ Convertible shares and bonds; increase in shares to satisfy conversion privileges.
Section 450.1304 ‑ Convertible shares and bonds; conditions to issuance; disposition of convertible bonds or shares.
Section 450.1307 ‑ Subscription agreement; default in payment; rights and duties of corporation.
Section 450.1314 ‑ Reservation of powers to shareholders; consideration for authorized issuance of shares; determination of adequacy; shares fully paid and nonassessable; rights and privileges of subscriber.
Section 450.1317 ‑ Liability of purchaser, holder, subscriber, assignee, transferee, pledgee, or shareholder.
Section 450.1327 ‑ Expenses of organization and reorganization; expenses of sale or underwriting of shares.
Section 450.1336 ‑ Issuance or transfer of shares without certificates; statement.
Section 450.1341a ‑ Issuance of shares pro rata and without consideration; share dividend.
Section 450.1344 ‑ Acquisition of own shares by corporation; shares as authorized but unissued; reducing number of authorized shares if reissuance prohibited; restriction on acquisition.
Section 450.1345 ‑ Distributions to shareholders; record date for determining entitlement; prohibited distribution; determination; measuring effect of distribution; indebtedness to shareholder; obligation to make future payments; enforceability of guaranty or other undertaking by third party; asserting right of rescission or other legal or equitable rights.
Section 450.1391 ‑ Inspection and voting rights of bondholders; facsimile signatures.
284‑1972‑4 ‑ CHAPTER 4 SHAREHOLDERS (450.1401...450.1497)
Section 450.1404 ‑ Meetings of shareholders; notice; adjournment; result of shareholder's attendance at meeting.
Section 450.1405 ‑ Participating in meeting of shareholders by conference telephone or remote communications.
Section 450.1421 ‑ Proxy; expiration; means; use of reproduction of writing or transmission; revocability; incompetence or death of shareholder.
Section 450.1432 ‑ Procedure recognizing beneficial owner of shares as shareholder.
Section 450.1444 ‑ Voting shares standing in name of another corporation; voting pledged shares.
Section 450.1455 ‑ Articles control where voting requirements exceed those of act.
Section 450.1467 ‑ Responsibility of voting trustee; determination of right to vote and manner of voting.
Section 450.1472 ‑ Restriction on transfer or registration of transfer of bond or share; imposition; enforcement.
Section 450.1473 ‑ Permissible restrictions on transfer or registration of transfer of bonds or shares.
Section 450.1487 ‑ Request for balance sheet, statement of income, and statement of source and application of funds; inspection of records; court order; definition; holder of voting trust certificate deemed shareholder.
Section 450.1496 ‑ Discontinuance or settlement of derivative proceeding; judicial approval; notice; expense.
284‑1972‑5 ‑ CHAPTER 5 DIRECTORS AND OFFICERS (450.1501...450.1571)
Section 450.1505 ‑ Number, election, and term of directors; resignation; designation, compensation, and expenses of independent director; communication of independent director with shareholders.
Section 450.1506 ‑ Division of directors into classes; terms of directors in first, second, or third class; election.
Section 450.1527 ‑ Committees; designation by board; membership; absence or disqualification of member; terms.
Section 450.1528 ‑ Committees; powers and authority; limitations; subcommittees.
Section 450.1531 ‑ Officers of corporation; election or appointment; holding 2 or more offices; authority and duties.
Section 450.1541a ‑ Director or officer; manner of discharging duties; reliance on information, opinions, reports, or statements; action against director or officer; limitations.
Section 450.1545a ‑ Interest of director or officer in transaction; compensation of directors.
Section 450.1548 ‑ Loan, guaranty, or assistance by corporation to director, officer, or employee.
Section 450.1551 ‑ Liability of directors for corporate actions; liability of shareholders accepting or receiving share dividend or distribution.
Section 450.1552 ‑ Rights of director against whom claim is successfully asserted under MCL 450.1551.
Section 450.1553 ‑ Presumption of concurrence by director in corporation action; effect of dissent.
Section 450.1562 ‑ Additional provisions for indemnification of certain persons.
Section 450.1564a ‑ Indemnification under MCL 450.1561, MCL 450.1562, or MCL 450.1563; determination and evaluation; designation of committee or selection of independent legal counsel; partial indemnification; payment authorization; indemnification for expenses and liabilities.
Section 450.1564b ‑ Payment or reimbursement of party in advance of final disposition of proceeding; undertaking as unlimited general obligation; evaluation of reasonableness; advancement of expenses.
Section 450.1565 ‑ Limitation on total amount of expenses advanced or indemnified; duration of indemnification; elimination or impairment.
Section 450.1569 ‑ “Corporation” defined for purposes of MCL 450.1561 to 450.1567; "business organization" defined.
284‑1972‑6 ‑ CHAPTER 6 AMENDMENTS TO ARTICLES OF INCORPORATION (450.1601...450.1651)
Section 450.1621 ‑ Dissent of shareholder to amendment; payment to dissenting shareholder.
Section 450.1643 ‑ Signing and filing restated articles; execution; original articles superseded; status of restated articles.
284‑1972‑7 ‑ CHAPTER 7 CORPORATE COMBINATIONS AND DISPOSITIONS (450.1701...450.1774)
Section 450.1701 ‑ Merger of domestic corporations; adoption and contents of plan of merger.
Section 450.1702 ‑ Plan of share exchange; approval; contents; power of corporation not limited.
Section 450.1706 ‑ Merger with domestic or foreign corporation; execution of certificate by incorporators; compliance.
Section 450.1711 ‑ Merger of parent and subsidiary corporations; approval; mailing copy or summary of plan of merger to minority shareholders; waiver; compliance; effectuation of merger under other provisions.
Section 450.1712 ‑ Merger of parent and subsidiary corporations; certificate of merger.
Section 450.1713 ‑ Merger of parent and subsidiary corporations; approval of shareholders.
Section 450.1735 ‑ Foreign corporations and domestic corporations; merger or share exchange; compliance; liability; power of foreign corporation not limited.
Section 450.1745 ‑ Conversion of domestic corporation into business organization; requirements; "business organization" and "entity" defined.
Section 450.1746 ‑ Conversion of business organization into domestic corporation; requirements.
Section 450.1751 ‑ Disposition of corporate property and assets; approval by shareholders.
Section 450.1753 ‑ Disposition of corporate property and assets not in usual and regular course of business; recommendation and submission of transaction; notice; authorization; abandonment; disposition by second corporation; transaction as distribution.
Section 450.1762 ‑ Right of shareholder to dissent and obtain payment for shares.
Section 450.1763 ‑ Rights of partial dissenter; assertion of dissenters' rights by beneficial shareholder.
Section 450.1764 ‑ Corporate action creating dissenters' rights; vote of shareholders; notice.
Section 450.1767 ‑ Duties of shareholder sent dissenter's notice; retention of rights; failure to demand payment or deposit share certificates.
Section 450.1768 ‑ Restriction on transfer of shares without certificates; retention of rights.
Section 450.1770 ‑ Return of deposited certificates and release of transfer restrictions; effect of corporation taking proposed action.
Section 450.1771 ‑ Election to withhold payment from dissenter; offer to pay estimated fair value of shares, plus accrued interest; statements; explanation.
Section 450.1772 ‑ Demand for payment of dissenter's estimate or rejection of corporation's offer and demand for payment of fair value and interest due; waiver.
Section 450.1773 ‑ Petitioning court to determine fair value of shares and accrued interest; failure of corporation to commence proceeding; venue; parties; service; jurisdiction; appraisers; discovery rights; judgment.
Section 450.1773a ‑ Referee; appointment; powers; compensation; duties; objections to report; application to court for action; adoption, modification, or recommitment of report; further evidence; judgment; review.
Section 450.1781 ‑ Conditions for inapplicability of vote to business combination; inapplicability of certain provisions.
Section 450.1783 ‑ Applicability of MCL 450.1780; interested shareholder; resolution; election.
Section 450.1784 ‑ Certain business corporations excepted from requirements of MCL 450.1780; shareholders considered as single beneficial owner.
284‑1972‑7B ‑ CHAPTER 7B CONTROL SHARE ACQUISITIONS (450.1790...450.1799)
284‑1972‑8 ‑ CHAPTER 8 DISSOLUTION (450.1801...450.1864)
Section 450.1803 ‑ Conditions to dissolution by incorporators or directors; certificate of dissolution.
Section 450.1804 ‑ Dissolution by action of board and shareholders; certificate of dissolution.
Section 450.1806 ‑ Certificate of dissolution; filing; time of effectiveness; conditions; date stamp as evidence.
Section 450.1811 ‑ Revocation of dissolution proceedings; certificate of revocations.
Section 450.1817 ‑ Effective date of revocation of dissolution or renewal of corporate existence; accrued penalty or liability unaffected; adoption of corporate name; rights of corporation.
Section 450.1823 ‑ Action by director or shareholder for dissolution; judgment; proof.
Section 450.1833 ‑ Corporate existence continued for purpose of winding up affairs.
Section 450.1834 ‑ Functions of dissolved corporation and its officers, directors, and shareholders continued.
Section 450.1841a ‑ Notice to existing claimants of dissolution; contents; notice as recognition of validity of claim; conditions barring claim; “existing claim” defined; effective date of notice.
Section 450.1842a ‑ Publication of notice of dissolution; requirements; claimants commencing proceedings within 1 year of notice.
Section 450.1851 ‑ Judicial supervision of corporate affairs and liquidation of assets; permitting creditor to file claim or commence proceeding.
Section 450.1855a ‑ Provision for debts, obligations, and liabilities; distribution of remaining assets.
Section 450.1861 ‑ Implementation of judicially confirmed plan of reorganization.
Section 450.1862 ‑ Powers of corporation under judicially confirmed plan of reorganization.
Section 450.1863 ‑ Certificate or document filed or recorded pursuant to plan of reorganization.
Section 450.1864 ‑ Additional certificate or document filed to conform to plan of reorganization as finally confirmed; effect of filing; fees.
284‑1972‑9 ‑ CHAPTER 9 REPORTS (450.1901...450.1935)
Section 450.1911 ‑ Annual report; filing date; contents; exception; information unchanged.
Section 450.1913 ‑ Destruction or disposition of corporate documents by county clerk.
Section 450.1921 ‑ Neglecting or refusing to file report or pay fee; penalty; exception; waiver.
Section 450.1922 ‑ Dissolution of corporation or revocation of certificate of authority for neglecting or refusing to file reports or pay fee or penalty; notice of dissolution; right to certificate of good standing.
Section 450.1923 ‑ Extension of time for filing report; report to attorney general; action for imposition of penalties; notice of failure to file report.
Section 450.1925 ‑ Renewal of corporate existence or certificate of authority by filing reports and paying fees and penalties; adoption of corporate name; effect of compliance.
Section 450.1932 ‑ False or fraudulent report, certificate, or statement; falsification or alteration of books, records, or accounts; penalties.
284‑1972‑10 ‑ CHAPTER 10 FOREIGN CORPORATIONS (450.2001...450.2099)
Section 450.2001 ‑ Foreign corporation transacting business in state on effective date of act.
Section 450.2011 ‑ Certificate of authority as prerequisite to transacting business; scope of authority.
Section 450.2012 ‑ Activities not constituting transaction of business; applicability of section.
Section 450.2015 ‑ Certificate of authority to transact business; application; filing; contents.
Section 450.2016 ‑ Foreign corporation; application; attaching certificate of good standing; fees; issuance of certificate of authority; duration of authority.
Section 450.2021 ‑ Foreign corporation; amended application; conditions; contents; corporation as survivor of merger or conversion; increase in authorized shares.
Section 450.2035 ‑ Information required to be filed on dissolution, termination, merger, conversion, or consolidation; assessment of unpaid fees; certificate of withdrawal; "business organization" defined.
Section 450.2042 ‑ Certificate of authority; revocation; notice; certificate of revocation; effect.
Section 450.2051 ‑ Action or proceeding by or against foreign corporation without certificate of authority; order of dismissal; recommencement of action; validity of corporate contracts or acts.
Section 450.2055 ‑ Penalty for transacting business without certificate of authority.
Section 450.2056 ‑ Registration of corporate name by foreign corporation not authorized to transact business in state; filing; duration; notice; renewal.
Section 450.2062 ‑ Organization and admission fee; initial admission fee of foreign corporation for profit and foreign regulated investment company; fees for increase in authorized shares; additional admission fee; determining amount of authorized shares attributable to this state; information relating to determination of fees; "corporation" defined; determination of fee if capital of corporation not divided into shares; domestic corporation resulting from merger or consolidation; admission fees.
Section 450.2121 ‑ Corporations to which act applicable; corporation organized under predecessor act.
Section 450.2122 ‑ Statutory reference to repealed act as reference to this act; statutes not applicable to corporation.
Section 450.2123 ‑ Applicability to corporation organized under other act not repealed by this act; organizations to which act inapplicable.
Section 450.2124 ‑ Requirements of other acts not modified; compliance; inconsistency between acts.
Section 450.2125 ‑ Applicability to commerce with foreign nations and among several states, and to corporations formed by act of congress.
Section 450.2127 ‑ Effect of act on existing corporation, cause of action, liability, penalty, action, or special proceeding.
Section 450.2129 ‑ Supplementation, alteration, amendment, or repeal of act by legislature.
Section 450.2131 ‑ Submission of documents; delivery; endorsement; indexing; preparing and returning copy or original; public inspection; maintenance of records and files; effective date of document; fees.
Section 450.2132 ‑ English language; numbers; articles of foreign corporation; signatures; contents of documents.
Section 450.2133 ‑ Correction of document; certificate; effective date of corrected document.
Section 450.2141 ‑ Taking action without notice and without lapse of prescribed period of time; waiver.
Section 450.2142 ‑ Dispensing with notice or communication to person with whom communication unlawful; affidavit, certificate, or other instrument.
Section 450.2143 ‑ Giving notice or communication by mail; electronic transmission as written notice.
Section 450.2151 ‑ Refusal by administrator to file document promptly; notice of refusal to file; refusal or revocation of authorization of foreign corporation to conduct affairs in state; judicial review.
Section 450.2204 ‑ Articles of incorporation; provision pertaining to proposed compromise or arrangement or reorganization between corporation and creditors or shareholders.
Section 450.2205 ‑ Articles of incorporation; including provision of MCL 450.2204; effect on creditors, shareholders, or members of corporation; administration and enforcement of provision by circuit court; restraining actions and proceedings against corporation; appointment and powers of temporary receiver.
Section 450.2213 ‑ Assuming name that implies corporation is banking corporation, insurance or surety company, or trust company prohibited.
Section 450.2215 ‑ Reservation of right to use corporate name; application; duration; expiration; extension; transfer of right to exclusive use of reserved corporate name.
Section 450.2217 ‑ Conduct of affairs under assumed name or names other than corporate name; assumption of same name by 2 or more corporations participating in partnership or joint venture; certificate of assumed name; duration; extensions; notification of impending expiration; substantive rights to use of assumed name not created.
Section 450.2221 ‑ Corporate existence to begin on effective date of articles; filing as conclusive evidence that conditions precedent fulfilled and corporation organized; exception.
Section 450.2223 ‑ Selection of board and adoption of bylaws; first meeting; notice; quorum; transaction of business.
Section 450.2243 ‑ Resident agent; resignation; notice; appointment of successor; termination of appointment of resigning agent.
Section 450.2246 ‑ Resident agent; service of process, notice, or demand; resident agent as agent of director or officer in certain actions; forwarding process to director or officer.
Section 450.2251 ‑ Corporate purposes; conduct of lawful activities during war or national emergency.
Section 450.2261 ‑ Corporate powers; inconsistency between certain acts; fixed limitation or term; waiver of right to perpetual existence; nonprofit power corporation.
Section 450.2262 ‑ Existing incorporated association or society operating as corporation subject to act; payment of death or sick benefits; reserves; rules; investment of funds securing reserves; statement required of evidence of obligation to pay death and sick benefits.
Section 450.2271 ‑ Act of corporation and transfer of property to or by corporation not invalid where corporation without capacity or power; assertion of lack of capacity or power.
Section 450.2275 ‑ Agreement to pay rate of interest in excess of legal rate; defense of usury prohibited.
Section 450.2301 ‑ Payment or distribution of assets, income, or profit; conferring benefits on shareholders or members; compensation; distribution of assets upon dissolution; providing for payment of dividends or distribution of income or profit in articles or bylaws; application or distribution of profits; use, conveyance, or distribution of assets held by corporation for charitable purposes.
Section 450.2303 ‑ Corporation organized upon stock basis; provisions of articles and bylaws; issuance of shares; rights, preferences, and limitations of or upon shareholders; classes of shares; voting rights; transferability and cancellation of shares; rules of qualification and government.
Section 450.2304 ‑ Corporation organized upon membership basis; provisions of articles or bylaws; rights, preferences, and limitations of or upon members; classes of members; voting rights; condominium association; homeowners or property owners association; transferability and termination of membership; rules of qualification and government; limitations on membership.
Section 450.2305 ‑ Corporation organized upon directorship basis; members; voting; matters subject to action by board of directors.
Section 450.2307 ‑ Subscription for shares or membership; enforceability; irrevocability; acceptance; consent to revocation; contract with corporation to purchase shares to be issued or treasury shares as subscription agreement.
Section 450.2308 ‑ Subscription for shares or membership; payment; installments; call for payment ratable; retention of shares as security for performance by subscriber.
Section 450.2309 ‑ Default in payment of amount due under subscription agreement; rights and duties of corporation; interpretation; limiting and adding to rights and remedies of corporation.
Section 450.2310 ‑ Rescission of subscription under which part of shares issued and in which security interest retained as cancellation of shares.
Section 450.2311 ‑ Fees or dues required as condition of shareholding or membership; fixing; enforcement.
Section 450.2312 ‑ Issuance by corporation organized on stock basis of shares for fixed consideration; disposition of treasury shares.
Section 450.2313 ‑ Corporation, unincorporated association, partnership, or other person as shareholder or member; officers and directors as director of corporation; rights, powers, privileges, and liabilities of shareholders or members.
Section 450.2315 ‑ Consideration for issuance of shares; rights and privileges of subscribers when payment received by corporation; value of consideration; fully paid shares nonassessable.
Section 450.2317 ‑ Obligation to pay unpaid portion of consideration for shares or membership as sole obligation; liability of person holding stock or membership in fiduciary or representative capacity; liability of assignee, transferee, or pledgee of shares, membership, or subscription for unpaid portion of consideration.
Section 450.2327 ‑ Charges and expenses of organization or reorganization; sale or underwriting expenses and compensation; payment or allowance.
Section 450.2331 ‑ Representation of shares by certificates; signatures of officers and seal.
Section 450.2334 ‑ Lost or destroyed certificate; issuance of new certificate; bond.
Section 450.2338 ‑ Issuing certificates for fractions of share; purposes; rights of holders; paying fair value of fractions of share in cash; issuing scrip in registered or bearer form exchangeable for full shares; conditions; providing opportunity to purchase additional fractions of share or scrip.
Section 450.2361 ‑ Shares redeemable upon occurrence of specified event or events in cash, bonds, or other property; classes; sinking fund for redemption.
Section 450.2363 ‑ Shares redeemable at option of shareholders in cash, bonds, or other property; classes; amendment to articles.
Section 450.2365 ‑ Purchase or redemption by corporation of own shares under certain conditions prohibited.
Section 450.2371 ‑ Cancellation of shares reacquired by corporation; retention of reacquired shares as treasury shares; status of cancelled shares.
Section 450.2391 ‑ Conferring voting and inspection rights upon bond holders; signatures of officers.
Section 450.2402 ‑ Annual meeting of shareholders or members for election of directors and other business; failure to hold meeting at designated time or elect sufficient number of directors; adjournment of meeting; court order to hold meeting or election; quorum.
Section 450.2403 ‑ Special meeting of shareholders or members; court order; quorum.
Section 450.2404 ‑ Notice of time, place, and purposes of meeting of shareholders or members; manner; notice of adjourned meeting; notice not given; attendance at meeting as waiver of notice; participating and voting by remote communication.
Section 450.2405 ‑ Shareholder or member participation in meeting by conference telephone or other means of remote communication; conditions; participation as presence in person at meeting; participating and voting by remote communication.
Section 450.2407 ‑ Taking corporate action without meeting; consent; notice; statement on filed certificate; consent by electronic transmission.
Section 450.2411 ‑ Fixing record date for determination of shareholders or members entitled to notice and vote; effect of not fixing record date; applicability of determination to adjournment.
Section 450.2413 ‑ Making and certifying list of shareholders or members entitled to vote at meeting or adjournment; requirements; noncompliance; adjournment of meeting; validity of action taken.
Section 450.2415 ‑ Quorum; continuing to do business notwithstanding withdrawal of shareholders or members; adjournment of meeting; shareholders entitled to vote separately.
Section 450.2421 ‑ Authorizing person to act for shareholder or member by proxy; signature; duration; revocability; methods of granting authority; use of facsimile or reproduction.
Section 450.2431 ‑ Inspectors at shareholders' or members' meeting; waiver; appointment and duties; failure to appoint; vacancy; report; evidence.
Section 450.2443 ‑ Grouping of members in local units; basis; purpose; actions authorized by bylaws; incorporation and powers of local units; powers, rights, and privileges of elected representatives or delegates.
Section 450.2444 ‑ Voting by corporation or business corporation; voting of pledged shares.
Section 450.2445 ‑ Voting of shares or membership held by person in representative or fiduciary capacity or held jointly by fiduciaries.
Section 450.2446 ‑ Voting of shares or membership held by joint tenants or tenants in common.
Section 450.2447 ‑ Treasury shares; shares of corporation held by another corporation or business corporation; voting.
Section 450.2455 ‑ Action requiring vote or concurrence of greater proportion of shares, members, or class than required by act; amendment of articles.
Section 450.2471 ‑ Shares as personal property; transfer; applicability of MCL 440.8101 to 440.8601.
Section 450.2481 ‑ Issuing or delivering unissued or treasury shares; preemptive rights.
Section 450.2487 ‑ Mailing balance sheet and statements to shareholder or member upon request; examination of minutes and records; compelling production of books, records, and minutes; extracts.
Section 450.2491 ‑ Action by shareholder or member in right of corporation to procure judgment; allegations.
Section 450.2492 ‑ Discontinuance, compromise, or settlement of action authorized by MCL 450.2491; approval; notice; expense; award and recovery.
Section 450.2493 ‑ Action brought in right of corporation; awarding plaintiff or claimant reasonable expenses; accounting; applicability of section; requiring plaintiff to pay expenses where action brought without reasonable cause.
Section 450.2501 ‑ Management of business and affairs of corporation by board; qualifications of directors; powers of board.
Section 450.2505 ‑ Board; number, term, and election or appointment of directors; resignation of director; number of directors on effective date of amendatory act.
Section 450.2506 ‑ Dividing directors into 2 or more classes; election or appointment; term; expiration; election of directors by shareholders or members of class.
Section 450.2515 ‑ Filling of vacancies; increase in number of directors; special meeting where no directors in office.
Section 450.2521 ‑ Regular or special meetings of board; location; notice; waiver; participation by means of conference telephone or other remote communication.
Section 450.2523 ‑ Quorum; vote constituting action of board or committee; amendment of bylaws.
Section 450.2527 ‑ Designation of committees; membership; alternates; term; providing for election or appointment of committees in articles or bylaws.
Section 450.2528 ‑ Committee designated pursuant to MCL 450.2527; powers and authority.
Section 450.2531 ‑ Officers of corporation; election or appointment; person holding 2 or more offices; term of office; authority and duties.
Section 450.2535 ‑ Removal of officer; suspension of authority to act; contract rights; resignation of officer; notice.
Section 450.2541 ‑ Director or officer; discharge of duties; compliance; liability of volunteer director; action against director or officer for failure to perform duties.
Section 450.2545 ‑ Transaction between corporation and directors or officers, or between corporation and corporation or business corporation, firm, or association in which directors or officers interested, not void or voidable; conditions.
Section 450.2546 ‑ Burden of establishing validity of contract described in MCL 450.2545; grounds; counting common or interested directors in determining presence of quorum; compensation of directors; approval of shareholders or members.
Section 450.2548 ‑ Loan, guaranty, or assistance by corporation for officer or employee; corporation as charitable purpose corporation.
Section 450.2551 ‑ Liability of directors for certain corporate actions; liability of shareholder or member accepting or receiving unauthorized distribution.
Section 450.2552 ‑ Rights of director against whom claim successfully asserted under MCL 450.2551.
Section 450.2553 ‑ Presence or absence of director at meeting at which action referred to in MCL 450.2551 taken; presumption; dissent.
Section 450.2561 ‑ Indemnification of director, officer, partner, trustee, employee, nondirector volunteer, or agent in connection with action, suit, or proceeding; conditions; presumption.
Section 450.2562 ‑ Indemnification against expenses of director, officer, partner, trustee, employee, nondirector volunteer, or agent in connection with action or suit by or in right of corporation; conditions; limitations.
Section 450.2563 ‑ Indemnification against expenses of director, officer, employee, nondirector volunteer, or agent successful in defense of action, suit, or proceeding referred to in MCL 450.2561 or 450.2562; authorization; determination; indemnification for portion of expenses.
Section 450.2564 ‑ Advance payment by corporation of expenses incurred in defending action, suit, or proceeding described in MCL 450.2561 or 450.2562; repayment.
Section 450.2565 ‑ Indemnification or advancement of expenses not exclusive of other rights; limitation; continuation of indemnification.
Section 450.2567 ‑ Purchase and maintenance of insurance on behalf of director, officer, employee, nondirector volunteer, or agent.
Section 450.2569 ‑ Scope of “corporation” for purposes of MCL 450.2561 to 450.2567; effect.
Section 450.2611 ‑ Amendment of articles by incorporators; manner of adoption; notice of meeting; vote on proposed amendment; requirements; adoption; number of amendments acted upon at 1 meeting; certificate of amendment.
Section 450.2631 ‑ Certificate of amendment; signing or execution; filing; contents.
Section 450.2641 ‑ Integrating provisions of articles into single instrument; adoption of restated articles of incorporation; amendments subject to other provisions of act.
Section 450.2642 ‑ Restated articles of incorporation; designation; required statements; omitted provisions.
Section 450.2643 ‑ Restated articles of incorporation; execution; filing; effect.
Section 450.2701 ‑ Merger or consolidation of domestic corporations; plan; contents.
Section 450.2703 ‑ Plan of merger or consolidation; approval or authorization; voting; notice of meeting.
Section 450.2707 ‑ Certificate of merger or certificate of consolidation; execution and filing; contents; effective date.
Section 450.2722 ‑ Surviving or new corporation; rights, privileges, immunities, and franchises; liabilities and obligations; prosecution of existing claim or pending action or proceeding; rights of creditors; lien upon property of corporation.
Section 450.2723 ‑ Changes in articles stated in plan of merger; effect; statements in plan of consolidation as original articles of new corporation.
Section 450.2731 ‑ Merger or consolidation of foreign and domestic corporations; compliance with laws of jurisdiction; applicability of act to surviving or new corporation governed by laws of other jurisdiction; liability of corporation; service of process.
Section 450.2732 ‑ Effect of merger or consolidation authorized by MCL 450.2731.
Section 450.2736 ‑ Merger or consolidation of domestic corporations and domestic or foreign business corporations; procedure; compliance with applicable laws; plan of merger or consolidation; applicability of act to surviving or new corporation or business corporation governed by laws of other jurisdiction; liability of corporation or business corporation; service of process.
Section 450.2737 ‑ Effect of merger or consolidation where surviving or new corporation is domestic corporation, domestic business corporation, or foreign business corporation.
Section 450.2741 ‑ Abandonment of merger or consolidation; certificate of abandonment.
Section 450.2753 ‑ Disposition of property and assets of corporation; approval; notice of meeting; statement; authorization; fixing terms or conditions and consideration; voting; abandonment.
Section 450.2801 ‑ Dissolution of corporation; methods; summary dissolution of corporation whose assets disposed of under court order in receivership or bankruptcy proceedings; filing copy of order with administrator.
Section 450.2803 ‑ Dissolution of corporation by action of incorporators or directors; conditions; certificate of dissolution.
Section 450.2804 ‑ Dissolution of corporation by action of shareholders, members, or board; resolution; approval or authorization; notice; voting; certificate.
Section 450.2805 ‑ Provision in articles permitting shareholders, members, or directors to require dissolution authorized; plan of distribution of assets; execution and filing of certificate of dissolution; noting existence of provision on face of share certificates or membership certificates.
Section 450.2811 ‑ Revocation of dissolution proceedings; resolution of board; approval; notice of meeting; voting; certificate of revocation.
Section 450.2817 ‑ Effect of filing certificate of revocation of dissolution or renewal of corporate existence; accrued penalty or liability; adoption of different name.
Section 450.2821 ‑ Action by attorney general for dissolution of corporation; grounds.
Section 450.2823 ‑ Dissolution of corporation by judgment in action brought by director, shareholder, or member; proof.
Section 450.2825 ‑ Adjudging dissolution and liquidation of assets and affairs of corporation by circuit court in action filed by shareholder, member, or director; grounds; making order or granting relief other than dissolution.
Section 450.2833 ‑ Dissolved corporation; continuation of corporate existence; conduct of affairs.
Section 450.2834 ‑ Dissolved corporation and officers, directors, shareholders, and members; manner of functioning.
Section 450.2842 ‑ Mailing notice to creditor of corporation; failure to file claim as bar to enforcement; applicability.
Section 450.2843 ‑ Rejection of claim filed by creditor; notice; failure to commence action as bar to enforcement of claim.
Section 450.2851 ‑ Application for judgment that affairs of corporation and liquidation of assets continue under supervision of court; orders and judgments; permitting creditor to file claim or commence action.
Section 450.2861 ‑ Plan of reorganization; action by directors, shareholders, or members not required to put plan into effect.
Section 450.2862 ‑ Powers of corporation under reorganization; issuing shares of capital stock and bonds for consideration specified in plan of reorganization.
Section 450.2863 ‑ Document filed or recorded to accomplish corporate purpose pursuant to plan of reorganization; making, execution, and acknowledgment; contents; filing.
Section 450.2864 ‑ Reversal or vacation of reorganization plan; filing of other or further certificates or documents; effect; fees.
Section 450.2901 ‑ Report of corporation; contents; electronic transmission; distribution to shareholder, member, or director.
Section 450.2922 ‑ Failure of domestic or foreign corporation to file annual report or pay filing fee; automatic dissolution or revocation of certificate of authority; dissolution of charitable purpose corporation; notice; right to certificate of good standing.
Section 450.2923 ‑ Extension of time for filing report; reporting failure or neglect under MCL 450.2922, 450.2931, and 450.2932 to attorney general; action by attorney general; certificate of mailing as evidence.
Section 450.2924 ‑ Annual reports due or deficient prior to date of act; penalties.
Section 450.2925 ‑ Renewal of corporate existence or certificate of authority following dissolution or revocation.
Section 450.2935 ‑ Authorizing, signing, or making false statement or notice; authorizing or making wrongful alteration of book, record, or account; liability; commencement of action.
Section 450.3001 ‑ Foreign corporation authorized to conduct affairs in this state on effective date of act; rights and privileges; duties, restrictions, penalties, and liabilities.
Section 450.3002 ‑ Foreign corporation receiving certificate of authority under act; rights and privileges; duties, restrictions, penalties, and liabilities.
Section 450.3003 ‑ Foreign corporation conducting affairs without certificate of authority; duties, restrictions, penalties, and liabilities.
Section 450.3011 ‑ Foreign corporation; certificate of authority required; extent of authorization to conduct affairs in state.
Section 450.3012 ‑ Foreign corporation not considered to be conducting affairs in state; activities; applicability of section.
Section 450.3015 ‑ Application of foreign corporation for certificate of authority to conduct affairs in state; contents.
Section 450.3016 ‑ Application of foreign corporation for certificate of authority to conduct affairs in state; attachments; fees; issuance of certificate; duration of authority.
Section 450.3021 ‑ Foreign corporation authorized to conduct affairs in state; filing with administrator copy of amendment of articles or certificate of merger, consolidation, or similar corporate action.
Section 450.3031 ‑ Foreign corporation authorized to conduct affairs in state; withdrawal; certificate; application.
Section 450.3035 ‑ Foreign corporation authorized to conduct affairs in state; termination or cancellation of authority or existence; filing information, certificate, order, or judgment with administrator; payment of fees; certificate of withdrawal.
Section 450.3041 ‑ Revocation of certificate of authority of foreign corporation to conduct affairs in state; grounds.
Section 450.3042 ‑ Revocation of certificate of authority of foreign corporation to conduct affairs in state; notice of default under MCL 450.3031; certificate of revocation.
Section 450.3051 ‑ Action commenced by foreign corporation without certificate of authority prohibited; applicability of prohibition; effect of failure to obtain certificate of authority on validity of contract and act of corporation; defense of action or proceeding.
Section 450.3055 ‑ Foreign corporation conducting affairs in state without certificate of authority; penalty.
Section 450.3060 ‑ Fees; payment; certification of file or record; refund; waiver.
Section 450.3101 ‑ Applicability of act and chapter; amendment of articles or bylaws; exemption.
Section 450.3109 ‑ Requirements of MCL 460.1 et seq. not modified; effect of economic activity conducted by cooperative.
Section 450.3123 ‑ Use of term “cooperative,”“co-op,”“consumer cooperative,” or any variation thereof.
Section 450.3125 ‑ Adoption of initial bylaws; ratification or amendment; contents of bylaws.
Section 450.3134 ‑ Cooperative organized on member capital basis, member fee basis, or basis combining member capital and membership fee; powers.
Section 450.3135 ‑ Net savings; determination, allocation, distribution, and use; apportionment of losses.
Section 450.3138 ‑ Advising persons in writing; statement on membership certificate.
Section 450.3139 ‑ Redemption of member capital; failure to patronize cooperative; notice of redemption; failure to respond and claim payment; failure to claim refunds of patronage capital, deposits, and fees; failure of nonmember patron to pay in or accumulate full member capital or comply with bylaws.
Section 450.3144 ‑ Proxies; voting by mail ballot, referendum, or electronic transmission.
Section 450.3146 ‑ Effective date of adopted action; confirmation vote; filing with administrator.
Section 450.3148 ‑ Purchase or sale under execution, in course of bankruptcy, or by legal process or operation of law; pledge of certificate; assignment of proprietary lease or other agreement.
Section 450.3149 ‑ Books for recording operations; annual report, balance sheet, and income statement; certified report of condition; copies of reports; mailings at request and expense of member; notice of member's desire to be contacted by other members regarding proposal.
Section 450.3152 ‑ Board of directors; election or appointment other than by vote of membership.
Section 450.3153 ‑ Affiliation with another organization; section inapplicable to allocations of net savings.
Section 450.3161 ‑ Amendment to articles of incorporation; calling special meeting; consideration of proposed amendment.
Section 450.3183 ‑ Distribution of assets upon dissolution; distribution of assets held for charitable or similar purpose; redemption of investment certificates.
Section 450.3192 ‑ Election by corporation to accept act and chapter; procedure; effect of filing certificate of election.
Act 23 of 1993 ‑ MICHIGAN LIMITED LIABILITY COMPANY ACT (450.4101 - 450.5200)
Section 450.4104 ‑ Documents; filing; delivery; endorsement; returning copy; inspection by public; copies admissible in evidence; effective date; form; fees.
Section 450.4105 ‑ Failure to promptly file document; notice of refusal to file; judicial review.
Section 450.4106 ‑ Documents; inaccurate record or defective execution; certificate of correction; filing; signature; contents; effective date of corrected document.
Section 450.4202 ‑ Limited liability company; formation; filing as evidence that all conditions performed; exception; duration.
Section 450.4204 ‑ Limited liability company; low-profit limited liability company; name; requirements; rights.
Section 450.4204a ‑ Limited liability company licensed as nursing home; use of terms.
Section 450.4205 ‑ Reserving right to use of name; application; transfer of right.
Section 450.4206 ‑ Transacting business under assumed name; certificate; effective period; extension; notice of expiration; rights not created; same name assumed in partnership or joint venture; transfer of assumed name to survivor; use of name by surviving company; assumed name of converted company; certificate of conversion.
Section 450.4207 ‑ Maintaining registered office and resident agent; service of process, notice, or demand; appointment of agent; annual statement; service of process by mail.
Section 450.4208 ‑ Resident agent; resignation; notice; appointment of successor; termination of appointment.
Section 450.4209 ‑ Changing registered office or resident agent; statement; filing; contents; changing business or residence address of resident agent.
Section 450.4211 ‑ Validity of action or transfer of property; asserting lack of capacity or power.
Section 450.4213 ‑ Registered office or principal place of business; documents required to be kept.
Section 450.4214 ‑ Conflict between articles of organization and operating agreement.
Section 450.4302 ‑ Promise by member to contribute; enforcement; obligation to perform; rights of company; compromising obligation; enforcement by creditor of original member's obligation.
Section 450.4306 ‑ Distributions; demand, acceptance, and receipt of distribution; form.
Section 450.4307 ‑ Distributions prohibited under certain situations; exceptions; effect of distribution under subsection (1); remedies available; future payments to withdrawing members; effect of subsection (1) on third party; asserting legal or equitable rights.
Section 450.4308 ‑ Distribution; violating operating agreement or MCL 450.4307; liability of members or managers; presumption of assent; knowledge of violation; contribution; commencement of proceeding.
Section 450.4402 ‑ Managers; delegation; qualifications; number; notice of delegation.
Section 450.4409 ‑ Manager or agent with interest in company; effect; majority vote by members with no interest in transaction; claims.
Section 450.4501 ‑ Members; admission; liability for acts, debts, or obligations.
Section 450.4503 ‑ Members; obtaining certain financial statements and tax returns; inspecting and copying records; obtaining other information; formal accounting of company's affairs.
Section 450.4505 ‑ Membership interest; assignment; liability of assignee; assignor as member; liability of assignor not released.
Section 450.4506 ‑ Assignee of membership interest; conditions for membership; rights and powers; liability for obligations of assignor.
Section 450.4507 ‑ Charging membership interest with payment of judgment; rights of judgment creditor; rights and powers of member; charging order as lien on membership interest; section as exclusive remedy.
Section 450.4510 ‑ Commencement and maintenance of civil suit by company; conditions.
Section 450.4512 ‑ Dismissal of derivative proceeding; findings; burden of proof; determination; “disinterested” defined.
Section 450.4513 ‑ Discontinued or settled derivative proceeding; court approval required; notice; expense.
Section 450.4515 ‑ Action in circuit court; grounds; order or grant of relief; “willfully unfair and oppressive conduct” defined.
Section 450.4603 ‑ Articles of organization; certificate of amendment; filing; contents.
Section 450.4702 ‑ Merger; approval of plan by members; withdrawal and distribution.
Section 450.4703 ‑ Plan of merger; execution; certificate; contents and effectiveness.
Section 450.4705 ‑ Merger of foreign limited liability companies with domestic limited liability companies; conditions; compliance and liability of surviving company.
Section 450.4705a ‑ Definitions; merger of domestic limited liability companies with business organizations.
Section 450.4707 ‑ Conversion of domestic partnership or domestic limited partnership to limited liability company.
Section 450.4708 ‑ Conversion into business organization; requirements; effectiveness of certificate of conversion; foreign business organization as surviving business organization; "business organization" and "entity" defined.
Section 450.4709 ‑ Conversion of business organization into domestic limited liability company; requirements; effectiveness of certificate of conversion.
Section 450.4803 ‑ Dissolution; action by attorney general; grounds; other actions not excluded.
Section 450.4805 ‑ Winding up by managers, members, or circuit court; procedures; right to maintain actions.
Section 450.4806 ‑ Dissolution; notice to existing claimants; contents; validity of claim not recognized; claims barred under certain conditions; “existing claim” defined; effective date of notice.
Section 450.4807 ‑ Dissolution; publication of notice; requirements; commencing proceeding to enforce claims; claimants with known existing claims not receiving notice.
Section 450.4808 ‑ Winding up; distribution of assets; order; filing tax returns and paying tax obligations.
Section 450.4901 ‑ Limited liability company; rendering professional services; applicability of article.
Section 450.4903 ‑ Professional limited liability company; purpose stated in articles of organization; name.
Section 450.4904 ‑ Rendering professional services; organization of professional liability company or professional limited liability company; license or legal authorization of persons required.
Section 450.4905 ‑ Professional limited liability company; license required; “employee” explained; effect of act on laws applicable to professional relationship and liabilities; liability for negligent or wrongful acts.
Section 450.4906 ‑ Disqualification, restriction, or limitation on persons rendering professional service; severing employment and financial interest; noncompliance.
Section 450.4907 ‑ Professional limited liability company; prohibited activities; exception.
Section 450.5002 ‑ Transacting business; certificate of authority by foreign limited liability company required; application; filing; contents.
Section 450.5003 ‑ Certificate of authority; issuance; powers, rights, and privileges of foreign limited liability company.
Section 450.5004 ‑ Certificate of authority; satisfaction of MCL 450.4204 required for issuance.
Section 450.5005 ‑ Inaccurate application; correcting statement; certificate; exception; survivor of merger; certificate attesting to merger; annual statement.
Section 450.5006 ‑ Certificate of withdrawal; contents, form, manner, and execution of application.
Section 450.5007 ‑ Foreign limited liability company; transacting business without certificate of authority.
Section 450.5008 ‑ Activities not considered to be transacting business in state; applicability of section to other state laws.
Section 450.5009 ‑ Making or purchasing loans or participation or interest in loans.
Section 450.5101 ‑ Filing fees; use; charges for certifying or copying files or records; dishonored checks; payment by credit card; waiver.
