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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.
