NONPROFIT CORPORATION ACT (EXCERPT)
Act 162 of 1982
450.2212 Corporate name.
(1) The corporate name of a domestic or foreign corporation formed or existing under or subject to this act shall conform to all of the following:
(a) Shall not contain a word or phrase, or abbreviation or derivative of a word or phrase, that indicates or implies that the corporation is formed for a purpose other than 1 or more of the purposes permitted by its articles of incorporation.
(b) Shall distinguish the corporate name in the records in the office of the administrator from all of the following:
(i) The corporate name of any other domestic corporation or foreign corporation authorized to conduct affairs in this state.
(ii) The corporate name of any domestic business corporation or foreign business corporation authorized to transact business in this state.
(iii) A corporate name currently reserved, registered, or assumed under this act or the business corporation act.
(iv) The name of any domestic limited partnership or foreign limited partnership as filed or registered under the Michigan revised uniform limited partnership act, 1982 PA 213, MCL 449.1101 to 449.2108, or any name currently reserved or assumed under that act.
(v) The name of any domestic limited liability company or foreign limited liability company as filed or registered under the Michigan limited liability company act, 1993 PA 23, MCL 450.4101 to 450.5200, or any name currently reserved or assumed under that act.
(c) Shall not contain a word or phrase, an abbreviation, or derivative of a word or phrase, the use of which is prohibited or restricted by any other statute of this state, unless the use of the name complies with that restriction.
(2) If a foreign corporation is unable to obtain a certificate of authority to conduct affairs in this state because its corporate name does not comply with subsection (1), the foreign corporation may apply for authority to conduct affairs in this state by adding to its corporate name in the application a word, abbreviation, or other distinctive and distinguishing element, or alternatively, adopting for use in this state an assumed name otherwise available for use. If in the judgment of the administrator that name would comply with the provisions of subsection (1), that subsection does not prevent the administrator from issuing the foreign corporation a certificate of authority to conduct affairs in this state. The certificate issued to the foreign corporation shall be issued in the name applied for and the foreign corporation shall use that name in all its dealings with the administrator and in the conduct of its affairs in this state.
(3) A charitable purpose corporation may use the word "foundation" in its corporate name or in an assumed name. This subsection does not prohibit a corporation from continuing to use the word "foundation" in its corporate name or in an assumed name if the corporation was in existence and used the word "foundation" in its corporate name or in an assumed name before the effective date of the amendatory act that added this sentence.
(4) The fact that a corporation complies with this section does not create substantive rights to use of a corporate name.
History: 1982, Act 162, Eff. Jan. 1, 1983
Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
© 2009 Legislative Council, State of Michigan