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Act 284 of 1972
- BUSINESS CORPORATION ACT (450.1101 - 450.2099)
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References to repealed acts; statutes inapplicable to corporations defined in MCL 450.1106; uniform fraudulent transfer act inapplicable to distributions.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.
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.
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.
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.
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.
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.
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.
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.
CHAPTER 7B CONTROL SHARE ACQUISITIONS (450.1790...450.1799)
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.
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.
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.