Main Content
Show update info:
NOTE: Dates reflect any modification to item, not necessarily a change in law.
Act 162 of 1982
- NONPROFIT CORPORATION ACT (450.2101 - 450.3192)
| | 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| | Section 450.2122 ‑ | Statutory reference to repealed act as reference to this act; statutes not applicable to corporation.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| | Section 450.2123 ‑ | Applicability to corporation organized under other act not repealed by this act; organizations to which act inapplicable.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. |
