Main Content
Show update info:
none
In Last Week
In Last Month
In Last Year
Act 284 of 1972
- BUSINESS CORPORATION ACT (450.1101 - 450.2099)
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Section 450.1122 ‑ References to repealed acts; statutes inapplicable to corporations defined in MCL 450.1106; uniform fraudulent transfer act inapplicable to distributions.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.
