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NOTE: Dates reflect any modification to item, not necessarily a change in law.
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| | Section 450.1122 ‑ | References to repealed acts; statutes inapplicable to corporations defined in MCL 450.1106; uniform fraudulent transfer act inapplicable to distributions.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. |
