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Chapter 450
- CORPORATIONS
| | Section 450.1‑450.61 ‑ | Repealed. 1951, Act 239, Eff. Sept. 28, 1951;—1962, Act 174, Eff. Jan. 1, 1964;—1967, Act 67, Eff. Nov. 2, 1967;—1972, Act 284, Eff. Jan. 1, 1973. |
| | Section 450.98 ‑ | Applicability of act to corporations limiting dividends or voting rights, and conducting not more than 50% of business with nonstockholders or nonmembers; classification of corporations organized under MCL 450.98 to 450.109 as profit and nonprofit. |
| | Section 450.99 ‑ | Cooperative plan; definition; allocation of reserved earnings; cooperative corporations; use of term “cooperative,”“co-op,” or variation thereof. |
| | Section 450.101 ‑ | Cooperative corporations; shareholders' powers; directors, election, term, number; voting. |
| | Section 450.104 ‑ | Cooperative corporations; reserve funds, investment; shareholders, vote. |
| | Section 450.105 ‑ | Cooperative corporations; purchase of business; payment, methods. |
| | Section 450.106 ‑ | Cooperative corporations; distribution of dividends; reserves; distribution of cooperative dividends; determining annual privilege fee. |
| | Section 450.107 ‑ | Cooperative corporations; surplus earnings, distribution; failure, penalty. |
| | Section 450.108 ‑ | Cooperative corporations; dealing in commodities; contracts, agreements. |
| | Section 450.109 ‑ | Cooperative corporations; breach of contract; encouragement prohibited; penalty. |
| | Section 450.133 ‑ | Incorporation of fraternal or secret societies; parent lodge. |
| | Section 450.135 ‑ | Parent corporations; ritual, rules; subordinate lodges, chartering. |
| | Section 450.140 ‑ | Parent corporations; government, representative form; first annual meeting. |
| | Section 450.144 ‑ | Local lodges; powers as to property; parent corporation, supervision. |
| | Section 450.146 ‑ | Parent or local lodges; powers of non-profit corporation. |
| | Section 450.147 ‑ | Parent or local lodges; relief funds, raising, payment from treasury. |
| | Section 450.149 ‑ | Trustee corporations; trustees, vesting of property; trust instrument, definition. |
| | Section 450.153 ‑ | Trustee corporations; property and funds, use, investments. |
| | Section 450.155 ‑ | Trustee corporations; circuit courts, petition; jurisdiction of court. |
| | Section 450.156 ‑ | Trustee corporations; act amendment of trustee agreement. |
| | Section 450.157 ‑ | Trustee corporations; hospitals; asylums; trustee instrument; apprenticing destitute or foundling children. |
| | Section 450.158 ‑ | Trustee corporations; hospital, asylum, charitable institution; gifts, acceptance. |
| | Section 450.159 ‑ | Church trustee corporations; trustees, election, number; certification of election. |
| | Section 450.159a ‑ | Church trustee corporations; trustees, increase, decrease; resolutions, adoption; meetings, terms; additional trustee, election. |
| | Section 450.162 ‑ | Church trustee corporations; investment, powers, certificate. |
| | Section 450.167a ‑ | Henry Ford trade school; dissolution; cancellation of franchise; assets, disposal, sale; debts, payment; retirement program; payment of dissolution charges; certificate, filing, contents. |
| | Section 450.171 ‑ | Educational corporations; classification; religious college not included; filing of articles of incorporation; statement; guaranteed annual income as credit to capital; use of "college", "university", or "junior college" as name; expansion of program. |
| | Section 450.173 ‑ | Educational foundations; articles of incorporation, contents, amendment. |
| | Section 450.174 ‑ | Educational foundations; property, acceptance; government. |
| | Section 450.175 ‑ | Educational foundations; board of directors, trustees; powers. |
| | Section 450.176 ‑ | Educational corporations; holders of diplomas or certificates; privilege or immunity. |
| | Section 450.177 ‑ | Educational foundations; inspection by state board of education, time; annual report, contents. |
| | Section 450.180 ‑ | Ecclesiastical corporations; articles, execution, contents; receivership; unclaimed property, state. |
| | Section 450.182 ‑ | Ecclesiastical corporations; articles, amendment procedure. |
| | Section 450.184 ‑ | Ecclesiastical corporations; gifts, acceptance, investment. |
| | Section 450.184a ‑ | Organization and operation of religious college by ecclesiastical corporation. |
| | Section 450.185 ‑ | Ecclesiastical corporations; powers of church unrestricted. |
| | Section 450.186 ‑ | Ecclesiastical corporations; Sunday school, religious society; incorporation. |
| | Section 450.186a ‑ | Public building corporations; incorporation; contracts with state administrative board, legislature's approval. |
| | Section 450.186b ‑ | Public building corporations; powers as to property; state contracts, leases; bonds; by-laws. |
| | Section 450.186c ‑ | Public building corporations; non-profit provisions, applicability; administration of property and accumulation; rent to state; fees, purpose. |
| | Section 450.186d ‑ | Public building corporations; trustees, number, terms, compensation; members, term, admission. |
| | Section 450.186e ‑ | Public building corporations; winding up affairs by legislature; property, conservation, disposition. |
| | Section 450.191 ‑ | Repeal of acts and parts of acts; MCL 450.631 and 450.632 inapplicable to corporations governed by this act. |
| Act 192 of 1962 ‑ | Repealed-PROFESSIONAL SERVICE CORPORATION ACT (450.221 - 450.235) |
| Act 169 of 1965 ‑ | DISSOLUTION OF CHARITABLE PURPOSE CORPORATIONS (450.251 - 450.253) |
| | Section 450.251 ‑ | Charitable purpose corporations; dissolution; notice, to attorney general, time; court proceedings. |
| | Section 450.252 ‑ | Charitable purpose corporations; notice of withdrawal; filing, conditions. |
| Act 85 of 1921 ‑ | Repealed-CORPORATE FEES, TAXES, AND CHARGES (450.301 - 450.310) |
| Act 226 of 1885 ‑ | Repealed-REPORTS OF CERTAIN FOREIGN CORPORATIONS AND JOINT STOCK COMPANIES (450.351 - 450.354) |
| Act 213 of 1935 ‑ | Repealed-REINSTATEMENT OF NONPROFIT CORPORATIONS (450.401 - 450.402) |
| Act 2 of 1945 ‑ | REVIVAL OF NONPROFIT CORPORATIONS (450.411 - 450.412) |
| | Section 450.411 ‑ | Nonprofit corporations; renewal of corporate existence; new articles; reports; fees; penalty. |
| | Section 450.412 ‑ | Nonprofit corporations; revival of charter; extension of corporate term; validity of corporate acts. |
| Act 161 of 1947 ‑ | Repealed-REINSTATEMENT OF ECCLESIASTICAL CORPORATIONS (450.421 - 450.422) |
| Act 48 of 1947 ‑ | Repealed-REINSTATEMENT OF PROFIT CORPORATIONS (450.431 - 450.432) |
| Act 90 of 1954 ‑ | Repealed-REINSTATEMENT OF NONPROFIT CORPORATIONS (450.441 - 450.442) |
| Act 138 of 1941 ‑ | REINSTATEMENT OF CEMETERY ASSOCIATIONS (450.471 - 450.473) |
| | Section 450.471 ‑ | Nonprofit cemetery association; reinstatement of charter; report; penalty; certificate; filing articles of association. |
| | Section 450.472 ‑ | Non-profit cemetery associations; right restoration; contracts validation. |
| | R‑S‑1846‑450‑504‑55 ‑ | CHAPTER 55 CHAPTER 55. GENERAL PROVISIONS RELATING TO CORPORATIONS. (450.504...450.525) |
| | Section 450.504 ‑ | Absence or death of person authorized to call or preside at legal meeting of corporation; application; warrant to call meeting. |
| | Section 450.507 ‑ | Holding of land; subscriptions; donations; stock transfer; articles, amendment. |
| | Section 450.523 ‑ | Fraudulent transfer of shares to avoid taxation; penalty. |
| | Section 450.524 ‑ | Returns to state treasurer; default, computation, state tax. |
| Act 112 of 1889 ‑ | Repealed-SALE OF CORPORATE PROPERTY, FRANCHISES, RIGHTS, AND PRIVILEGES (450.631 - 450.632) |
| Act 112 of 1885 ‑ | Repealed-ELECTION OF CORPORATE DIRECTORS (450.651 - 450.651) |
| Act 354 of 1917 ‑ | PRACTICE OF LAW BY CORPORATIONS AND VOLUNTARY ASSOCIATIONS (450.681 - 450.681) |
| | Section 450.681 ‑ | Practice of law by corporations and voluntary associations prohibited; exceptions; penalty. |
| | Section 450.691 ‑ | Incorporation of library by proprietors; meeting; notice. |
| | Section 450.692 ‑ | Libraries; proprietors; powers; proceedings, certificate; recording. |
| | Section 450.695 ‑ | Libraries; shares, assessment and transfer; holding of property. |
| Act 156 of 1955 ‑ | ATTORNEY IN FACT FOR SERVICE OF PROCESS (450.701 - 450.704) |
| | Section 450.701 ‑ | Corporation director, manager, trustee or officer; resident agent, attorney; appointment, duration. |
| | Section 450.702 ‑ | Corporation director, manager, trustee or officer; resident agent; service of process, copy forwarded. |
| | Section 450.703 ‑ | Corporation director, manager, trustee or officer; continuance. |
| | Section 450.704 ‑ | Corporation director, manager, trustee or officer; resignation. |
| | Section 450.733 ‑ | Program to assist in developing employee-owned corporations; establishment; operation; duty of department. |
| Act 44 of 1979 ‑ | Repealed-EMPLOYEE-OWNED CORPORATIONS (450.751 - 450.759) |
| Act 428 of 1980 ‑ | STATE PROCUREMENTS FOR MINORITY OWNED AND WOMAN OWNED BUSINESSES (450.771 - 450.776) |
| | Section 450.772 ‑ | Construction, goods, and services procurement policy; minority owned and woman owned businesses; provisions; program changes; portion of prime contract reflecting minority owned or woman owned business participation; bidder requirements; contract award. |
| | Section 450.773 ‑ | Establishing procurement policy for meeting projected goals; report; staff. |
| | Section 450.774 ‑ | Certification as minority owned or woman owned business; affidavit; filing. |
| | Section 450.775 ‑ | Violating or conspiring to violate act; fraudulent procurement of contract; felony; penalty; barring violator from obtaining future contracts. |
| | Section 450.776 ‑ | Minority owned or woman owned business as prime contractor. |
| Act 464 of 1980 ‑ | Repealed-SMALL BUSINESS DEVELOPMENT PROGRAM (450.781 - 450.787) |
| Act 112 of 1988 ‑ | THE BUSINESS OPPORTUNITY ACT FOR PERSONS WITH DISABILITIES (450.791 - 450.795) |
| | Section 450.793 ‑ | Departmental goals; review of progress; recommendations; changes in programs; consideration of subcontracts and joint ventures; consideration in meeting requirements of subsections (1) and (3); award of contract to lowest qualified bidder; report. |
| | Section 450.794 ‑ | Designation of certifying agency by governor; acceptable documentation; verification; application form; affidavit and documentation; proof required. |
| | Section 450.795 ‑ | Fraudulent procurement of contract prohibited; violation as felony; penalty. |
| Act 217 of 1985 ‑ | Repealed-EMPLOYEE-OWNED CORPORATION REVOLVING LOAN FUND (450.801 - 450.815) |
| | Section 450.833 ‑ | Applicability of act to electronic records and signatures. |
| | Section 450.837 ‑ | Record or signature in electronic form; legal effect; enforcement. |
| | Section 450.838 ‑ | Agreement to conduct transaction by electronic means; satisfaction of legal requirement. |
| | Section 450.841 ‑ | Signature notarized, acknowledged, verified, or made under oath; satisfaction of requirement. |
| | Section 450.843 ‑ | Evidence of record or signature in criminal or civil proceeding. |
| | Section 450.848 ‑ | Use of electronic records and signatures by governmental agency; determination by department of management and budget. |
| | 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. |
| | 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. |
| 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. |
