HB-5356, As Passed House, December 5, 2007

SUBSTITUTE FOR

HOUSE BILL NO. 5356

A bill to amend 1972 PA 284, entitled

"Business corporation act,"

by amending sections 108, 109, 123, 201, 211, 217, 241, 251, 545a,

564a, 564b, 762, 1002, and 1060 (MCL 450.1108, 450.1109, 450.1123,

450.1201, 450.1211, 450.1217, 450.1241, 450.1251, 450.1545a,

450.1564a, 450.1564b, 450.1762, 450.2002, and 450.2060), sections

108, 211, and 241 as amended and section 545a as added by 1989 PA

121, sections 109 and 251 as amended by 1993 PA 91, sections 123

and 564b as amended by 2001 PA 57, sections 217, 564a, and 762 as

amended by 1997 PA 118, and section 1060 as amended by 2007 PA 83,

and by adding sections 745 and 746; and to repeal acts and parts of

acts.

THE PEOPLE OF THE STATE OF MICHIGAN ENACT:

Sec. 108. (1) "Nonprofit corporation" or "domestic nonprofit

corporation" means a nonprofit corporation subject to the nonprofit

corporation act, ~~Act No. 162 of the Public Acts of 1982, being~~

~~sections 450.2101 to 450.3192 of the Michigan Compiled Laws~~ 1982 PA

162, MCL 450.2101 to 450.3192.

(2) "Person" means an individual, a partnership, a domestic or

foreign corporation, a limited liability company, or any other

association, corporation, trust, or legal entity.

(3) "Professional service" means a type of personal service to

the public that requires as a condition precedent to the rendering

of the service the obtaining of a license or other legal

authorization.

Sec. 109. (1) "Services in a learned profession" means

services rendered by a dentist, an osteopathic physician, a

physician, a surgeon, a chiropractor, a physical therapist, an

optometrist, a doctor of divinity or other clergy, or an attorney-

at-law.

(2) ~~(1)~~ "Shareholder" means a person holding units of

proprietary interest in a corporation and is considered to be

synonymous with "member" in a nonstock corporation.

(3) ~~(2)~~ "Shares" means the units into which proprietary

interests in a corporation are divided and is considered to be

synonymous with "membership" in a nonstock corporation.

Sec. 123. (1) ~~Unless otherwise provided in, or inconsistent~~

~~with,~~ Except to the extent it is in conflict with the act under

which a corporation is or has been formed, this act applies to

deposit and security companies, summer resort associations, brine

pipeline companies, telegraph companies, telephone companies,

safety and collateral deposit companies, canal, river, and harbor

improvement companies, cemetery, burial, and cremation

associations, railroad, bridge, and tunnel companies, and

agricultural and horticultural fair societies. ~~, and professional~~

~~service corporations formed under the professional service~~

~~corporation act, 1962 PA 192, MCL 450.221 to 450.235.~~ The entities

specified in this subsection ~~shall not be incorporated~~ may not

incorporate under this act.

(2) This act does not apply to insurance, surety, savings and

loan associations, fraternal benefit societies, and banking

corporations.

(3) This act is applicable to corporations organized under the

statutory law of this state governing the formation and internal

affairs of professional service corporations, except to the extent

that a provision of this act is in conflict with the provisions of

that statutory law. If there is a conflict between a provision of

this act and that statutory law, the provision of that law applies

with respect to a corporation organized under that statutory law. A

corporation that provides 1 or more services in a learned

profession may not incorporate under this act.

(4) A corporation that engages in providing professional

services that was organized under this act before the effective

date of the amendatory act that added this subsection, and that

does not provide any services in a learned profession, shall not be

considered as improperly organized because it was organized under

this act.

Sec. 201. One or more persons may be the incorporators of a

corporation by signing ~~in ink~~ and filing articles of incorporation

for the corporation.

Sec. 211. The corporate name of a domestic corporation shall

contain the word "corporation", "company", "incorporated", or

"limited" or shall contain 1 of the following abbreviations: ,

corp., co., inc., or ltd., with or without periods.

Sec. 217. (1) A domestic or foreign corporation may transact

business under any assumed name or names other than its corporate

name, if not precluded from use by section 212, by filing a

certificate stating the true name of the corporation and the

assumed name under which the business is to be transacted. The

certificate is effective, unless sooner terminated by filing a

certificate of termination or by the dissolution or withdrawal of

the corporation, for a period expiring on December 31 of the fifth

full calendar year following the year in which it was filed. The

certificate of assumed name may be extended for additional

consecutive periods of 5 full calendar years each by filing similar

certificates not earlier than 90 days before the expiration of the

initial or a subsequent 5-year period. The administrator shall

notify the corporation of the impending expiration of the

certificate of assumed name not later than 90 days before the

expiration of the initial or a subsequent 5-year period. A

certificate of assumed name filed under this section does not

create substantive rights to the use of a particular assumed name.

(2) The same name may be assumed by 2 or more corporations, or

by 1 or more corporations and 1 or more limited partnerships or

other enterprises participating together in a partnership or joint

venture. Each participant corporation shall file a certificate

under this section.

(3) A corporation participating in a merger, or any other

entity participating in a merger under section 736, may transfer to

the surviving entity the use of an assumed name for which a

certificate of assumed name is on file with the administrator ~~prior~~

to before the merger, if the transfer is noted in the certificate

of merger as provided in section 707(1)(g), 712(1)(c), or

736(7)(f), or other applicable statute. The use of an assumed name

transferred under this subsection may continue for the remaining

effective period of the certificate of assumed name on file ~~prior~~

to before the merger, and the surviving entity may terminate or

extend the certificate of assumed name in accordance with

subsection (1).

(4) A corporation surviving a merger may use as an assumed

name the corporate name of a merging corporation, or the name of

any other entity participating in the merger under section 736, by

filing a certificate of assumed name under subsection (1) or by

providing for the use of the name as an assumed name in the

certificate of merger. The surviving corporation also may file a

certificate of assumed name under subsection (1) or provide in the

certificate of merger for the use as an assumed name of an assumed

name of a merging entity not transferred under subsection (3). A

provision in ~~the~~ a certificate of merger under this subsection

shall be treated as a new certificate of assumed name.

(5) A business organization into which a corporation has

converted under section 745 may use an assumed name of the

converting corporation, if the corporation has a certificate of

assumed name for that assumed name on file with the administrator

before the conversion, by providing for the use of the name as an

assumed name in the certificate of conversion. The use of an

assumed name under this subsection may continue for the remaining

effective period of the certificate of assumed name on file before

the conversion, and the surviving business organization may

terminate or extend the certificate of assumed name in the manner

described in subsection (1).

(6) A corporation into which 1 or more business organizations

have converted under section 746 may use as an assumed name the

name of any business organization converting into that corporation,

or use as an assumed name an assumed name of that business

organization, by filing a certificate of assumed name under

subsection (1) or by providing for the use of that name or assumed

name as an assumed name of the corporation in the certificate of

conversion. A provision in the certificate of conversion under this

subsection shall be treated as a new certificate of assumed name.

Sec. 241. Each domestic corporation and each foreign

corporation authorized to transact business in this state shall

have and continuously maintain in this state both of the following:

(a) A registered office which may be the same as its place of

business.

(b) A resident agent. ~~, which~~ A resident agent may be either

an individual resident in this state whose business office or

residence is identical with the registered office; , a domestic

corporation , or a limited liability company; or a foreign

corporation or limited liability company authorized to transact

business in this state ~~and having~~ that has a business office

identical with the registered office.

Sec. 251. (1) A corporation may be formed under this act for

any lawful purpose, except to for any of the following:

(a) To engage in a business for which a corporation may be

formed under any other statute of this state unless that statute

permits formation under this act.

(b) To engage in 1 or more services in a learned profession.

(2) In time of war or other national emergency, a corporation

may take any lawful action to provide aid, notwithstanding the

purposes set forth in its articles of incorporation, at the request

or direction of a competent governmental authority.

Sec. 545a. (1) A transaction in which a director or officer is

determined to have an interest shall not, because of the interest,

be enjoined, set aside, or give rise to an award of damages or

other sanctions, in a proceeding by a shareholder or by or in the

right of the corporation, if the person interested in the

transaction establishes any of the following:

(a) The transaction was fair to the corporation at the time

entered into.

(b) The material facts of the transaction and the director's

or officer's interest were disclosed or known to the board, a

committee of the board, or the independent director or directors,

and the board, committee, or independent director or directors

authorized, approved, or ratified the transaction.

or officer's interest were disclosed or known to the shareholders

entitled to vote and they authorized, approved, or ratified the

transaction.

(2) For purposes of subsection (1)(b), a transaction is

authorized, approved, or ratified if it received the affirmative

vote of the majority of the directors on the board or the committee

who had no interest in the transaction, though less than a quorum,

or all independent directors who had no interest in the

transaction. The presence of, or a vote cast by, a director with an

interest in the transaction does not affect the validity of the

action taken under subsection (1)(b).

(3) For purposes of subsection (1)(c), a transaction is

authorized, approved, or ratified if it received the majority of

votes cast by the holders of shares who did not have an interest in

the transaction. A majority of the shares held by shareholders who

did not have an interest in the transaction constitutes a quorum

for the purpose of taking action under subsection (1)(c).

(4) Satisfying the requirements of subsection (1) does not

preclude other claims relating to a transaction in which a director

or officer is determined to have an interest. Those claims shall be

evaluated under principles of law applicable to a transaction in

which a director or officer does not have an interest.

(5) ~~(4)~~ The board, by affirmative vote of a majority of

directors in office and irrespective of any personal interest of

any of them, may establish reasonable compensation of directors for

services to the corporation as directors or officers, but approval

of the shareholders is required if the articles of incorporation,

bylaws, or ~~other provisions~~ another provision of this act so

~~provide~~ requires that approval. Transactions pertaining to the

compensation of directors for services to the corporation as

directors or officers shall not be enjoined, set aside, or give

rise to an award of damages or other sanctions in a proceeding by a

shareholder or by or in the right of the corporation unless it is

shown that the compensation was unreasonable at the time

established.

Sec. 564a. (1) Except as otherwise provided in subsection (5),

an indemnification under section 561 or 562, unless ordered by the

court or required under section 563, shall be made by the

corporation only as authorized in the specific case upon a

determination that indemnification of the director, officer,

employee, or agent is proper in the circumstances because he or she

has met the applicable standard of conduct set forth in sections

561 and 562 and upon an evaluation of the reasonableness of

expenses and amounts paid in settlement. This determination and

evaluation shall be made in any of the following ways:

(a) By a majority vote of a quorum of the board consisting of

directors who are not parties or threatened to be made parties to

the action, suit, or proceeding.

(b) If a quorum cannot be obtained under subdivision (a), by

majority vote of a committee duly designated by the board and

consisting solely of 2 or more directors not at the time parties or

threatened to be made parties to the action, suit, or proceeding.

~~written opinion, which counsel shall be~~ selected in 1 of the

following ways:

(i) By the board or its committee in the manner prescribed in

subdivision (a) or (b).

(ii) If a quorum of the board cannot be obtained under

subdivision (a) and a committee cannot be designated under

subdivision (b), by the board.

(d) By all independent directors who are not parties or

threatened to be made parties to the action, suit, or proceeding.

(e) By the shareholders, but shares held by directors,

officers, employees, or agents who are parties or threatened to be

made parties to the action, suit, or proceeding may not be voted.

(2) In the designation of a committee under subsection (1)(b)

or in the selection of independent legal counsel under subsection

(1)(c)(ii), all directors may participate.

(3) If a person is entitled to indemnification under section

561 or 562 for a portion of expenses, including reasonable

attorneys' fees, judgments, penalties, fines, and amounts paid in

settlement, but not for the total amount, the corporation may

indemnify the person for the portion of the expenses, judgments,

penalties, fines, or amounts paid in settlement for which the

person is entitled to be indemnified.

(4) An authorization of payment of indemnification under this

section shall be made in any of the following ways:

(a) By the board in 1 of the following ways:

(i) If there are 2 or more directors who are not parties or

threatened to be made parties to the action, suit, or proceeding,

by a majority vote of all directors who are not parties or

threatened to be made parties, a majority of whom shall constitute

a quorum for this purpose.

(ii) By a majority of the members of a committee of 2 or more

directors who are not parties or threatened to be made parties to

the action, suit, or proceeding.

(iii) If the corporation has 1 or more independent directors who

are not parties or threatened to be made parties to the action,

suit, or proceeding, by a majority vote of all independent

directors who are not parties or are threatened to be made parties,

a majority of whom shall constitute a quorum for this purpose.

(iv) If there are no independent directors and less than 2

directors who are not parties or threatened to be made parties to

the action, suit, or proceeding, by the vote necessary for action

by the board in accordance with section 523, in which authorization

all directors may participate.

(b) By the shareholders, but shares held by directors,

officers, employees, or agents who are parties or threatened to be

made parties to the action, suit, or proceeding may not be voted on

the authorization.

(5) To the extent that the articles of incorporation include a

provision eliminating or limiting the liability of a director

pursuant to section 209(1)(c), a corporation may indemnify a

director for the expenses and liabilities described in this

subsection without a determination that the director has met the

standard of conduct set forth in sections 561 and 562, but no

indemnification may be made except to the extent authorized in

section 564c if the director received a financial benefit to which

he or she was not entitled, intentionally inflicted harm on the

corporation or its shareholders, violated section 551, or

intentionally committed a criminal act. In connection with an

action or suit by or in the right of the corporation as described

in section 562, indemnification under this subsection may be for

expenses, including attorneys' fees, actually and reasonably

incurred. In connection with an action, suit, or proceeding other

than an action, suit, or proceeding by or in the right of the

corporation, as described in section 561, indemnification under

this subsection may be for expenses, including attorneys' fees,

actually and reasonably incurred, and for judgments, penalties,

fines, and amounts paid in settlement actually and reasonably

incurred.

Sec. 564b. (1) A corporation may pay or reimburse the

reasonable expenses incurred by a director, officer, employee, or

agent who is a party or threatened to be made a party to an action,

suit, or proceeding in advance of final disposition of the

proceeding if the person furnishes the corporation a written

undertaking, executed personally or on his or her behalf, to repay

the advance if it is ultimately determined that he or she did not

meet the applicable standard of conduct, if any, required by this

act for the indemnification of a person under the circumstances.

(2) The undertaking required by subsection (1) must be an

unlimited general obligation of the person but ~~need not~~ may be

~~secured~~ unsecured and may be accepted without reference to the

financial ability of the person to make repayment.

(3) An evaluation of reasonableness under this section shall

be made in the manner specified in section 564a(1) for an

evaluation of reasonableness of expenses, and an authorization

shall be made in the manner specified in section 564a(4) unless an

advance is mandatory. Authorization of advances with respect to a

proceeding and a determination of reasonableness of advances or

selection of a method for determining reasonableness may be made in

a single action or resolution covering an entire proceeding.

However, unless the action or resolution provides otherwise, the

authorizing or determining authority may subsequently terminate or

amend the authorization or determination with respect to advances

not yet made.

(4) A provision in the articles of incorporation or bylaws, a

resolution of the board or shareholders, or an agreement making

indemnification mandatory shall also make the advancement of

expenses mandatory unless the provision, resolution, or agreement

specifically provides otherwise.

Sec. 745. (1) A domestic corporation may convert into a

business organization if all of the following requirements are

satisfied:

(a) The conversion is permitted by the law that will govern

the internal affairs of the business organization after conversion

and the surviving business organization complies with that law in

converting.

(b) Unless subdivision (d) applies, the board of the domestic

corporation proposing to convert adopts a plan of conversion that

includes all of the following:

(i) The name of the domestic corporation, the name of the

business organization into which the domestic corporation is

converting, the type of business organization into which the

domestic corporation is converting, identification of the statute

that will govern the internal affairs of the surviving business

organization, the street address of the surviving business

organization, the street address of the domestic corporation if

different from the street address of the surviving business

organization, and the principal place of business of the surviving

business organization.

(ii) For the domestic corporation, the designation and number

of outstanding shares of each class and series, specifying the

classes and series entitled to vote, each class and series entitled

to vote as a class, and, if the number of shares is subject to

change before the effective date of the conversion, the manner in

which the change may occur.

(iii) The terms and conditions of the proposed conversion,

including the manner and basis of converting the shares into

ownership interests or obligations of the surviving business

organization, into cash, into other consideration that may include

ownership interests or obligations of an entity that is not a party

to the conversion, or into a combination of cash and other

consideration.

(iv) The terms and conditions of the organizational documents

that are to govern the surviving business organization.

(v) Any other provisions with respect to the proposed

conversion that the board considers necessary or desirable.

subdivision (b), the plan of conversion is submitted for approval

in the same manner required for a merger under section 703a(2),

including the procedures pertaining to dissenters’ rights if any

shareholder has the right to dissent under section 762.

(d) If the domestic corporation has not commenced business,

has not issued any shares, and has not elected a board,

subdivisions (b) and (c) do not apply and the incorporators may

approve of the conversion of the corporation into a business

organization by unanimous consent. To effect the conversion, the

majority of the incorporators must execute and file a certificate

of conversion under subdivision (e).

(e) After the plan of conversion is approved under

subdivisions (b) and (c) or the conversion is approved under

subdivision (d), the domestic corporation files any formation

documents required to be filed under the laws governing the

internal affairs of the surviving business organization, in the

manner prescribed by those laws, and files a certificate of

conversion with the administrator. The certificate of conversion

shall include all of the following:

(i) Unless subdivision (d) applies, all of the information

described in subdivision (b)(i) and (ii) and the manner and basis of

converting the shares of the domestic corporation contained in the

plan of conversion.

(ii) Unless subdivision (d) applies, a statement that the board

has adopted the plan of conversion by the board under subdivision

(c), or if subdivision (d) applies to the conversion, a statement

that the domestic corporation has not commenced business, has not

issued any shares, and has not elected a board and that the plan of

conversion was approved by the unanimous consent of the

incorporators.

(iii) A statement that the surviving business organization will

furnish a copy of the plan of conversion, on request and without

cost, to any shareholder of the domestic corporation.

(iv) If approval of the shareholders of the domestic

corporation was required, a statement that the plan was approved by

the shareholders under subdivision (c).

(v) A statement specifying each assumed name of the domestic

corporation to be used by the surviving business organization and

authorized under section 217(5).

(2) Section 131 applies in determining when a certificate of

conversion under this section becomes effective.

(3) When a conversion under this section takes effect, all of

the following apply:

(a) The domestic corporation converts into the surviving

business organization, and the articles of incorporation of the

domestic corporation are canceled. Except as otherwise provided in

this section, the surviving business organization is organized

under and subject to the organizational laws of the jurisdiction of

the surviving business organization as stated in the certificate of

conversion.

(b) The surviving business organization has all of the

liabilities of the domestic corporation. The conversion of the

domestic corporation into a business organization under this

section shall not be considered to affect any obligations or

liabilities of the domestic corporation incurred before the

conversion or the personal liability of any person incurred before

the conversion, and the conversion shall not be considered to

affect the choice of law applicable to the domestic corporation

with respect to matters arising before the conversion.

owned by the domestic corporation remain vested in the surviving

business organization without reversion or impairment. The rights,

privileges, powers, and interests in property of the domestic

corporation, as well as the debts, liabilities, and duties of the

domestic corporation, shall not be considered, as a consequence of

the conversion, to have been transferred to the surviving business

organization to which the domestic corporation has converted for

any purpose of the laws of this state.

(d) The surviving business organization may use the name and

the assumed names of the domestic corporation if the filings

required under section 217(5) or any other applicable statute are

made and the laws regarding use and form of names are followed.

(e) A proceeding pending against the domestic corporation may

be continued as if the conversion had not occurred, or the

surviving business organization may be substituted in the

proceeding for the domestic corporation.

(f) The surviving business organization is considered to be

the same entity that existed before the conversion and is

considered to be organized on the date that the domestic

corporation was originally incorporated.

(g) The shares of the domestic corporation that were to be

converted into ownership interests or obligations of the surviving

business organization or into cash or other property are converted.

(h) Unless otherwise provided in a plan of conversion adopted

in accordance with this section, the domestic corporation is not

required to wind up its affairs or pay its liabilities and

distribute its assets on account of the conversion, and the

conversion does not constitute a dissolution of the domestic

corporation.

(4) If the surviving business organization of a conversion

under this section is a foreign business organization, it is

subject to the laws of this state pertaining to the transaction of

business in this state if it transacts business in this state. The

surviving business organization is liable, and is subject to

service of process in a proceeding in this state, for the

enforcement of an obligation of the domestic corporation, and in a

proceeding for the enforcement of a right of a dissenting

shareholder of the domestic corporation against the surviving

business organization.

(5) As used in this section and section 746, "business

organization" and "entity" mean those terms as defined in section

736(1).

Sec. 746. (1) A business organization may convert into a

domestic corporation if all of the following requirements are

satisfied:

(a) The conversion is permitted by the law that governs the

internal affairs of the business organization and the business

organization complies with that law in converting.

(b) The business organization proposing to convert into a

domestic corporation adopts a plan of conversion that includes all

of the following:

(i) The name of the business organization, the type of business

organization that is converting, identification of the statute that

governs the internal affairs of the business organization, the name

of the surviving domestic corporation into which the business

organization is converting, the street address of the surviving

domestic corporation, and the principal place of business of the

surviving domestic corporation.

(ii) A description of all of the ownership interests in the

business organization, specifying the interests entitled to vote,

any rights those interests have to vote collectively or as a class,

and if the ownership interests are subject to change before the

effective date of the conversion, the manner in which the change

may occur.

(iii) The terms and conditions of the proposed conversion,

including the manner and basis of converting the ownership

interests of the business organization into shares or obligations

of the surviving domestic corporation, into cash, into other

consideration that may include ownership interests or obligations

of an entity that is not a party to the conversion, or into a

combination of cash and other consideration.

(iv) The terms and conditions of the articles and bylaws that

are to govern the surviving domestic corporation.

(v) Any other provisions with respect to the proposed

conversion that the business organization considers necessary or

desirable.

organization under subdivision (b), the plan of conversion is

submitted for approval in the manner required by the law governing

the internal affairs of that business organization.

(d) After the plan of conversion is approved under

subdivisions (b) and (c), the business organization files a

certificate of conversion with the administrator. The certificate

of conversion shall include all of the following:

(i) All of the information described in subdivision (b)(i) and

(ii) and the manner and basis of converting the ownership interests

of the business organization contained in the plan of conversion.

(ii) A statement that the business organization has adopted the

plan of conversion under subdivision (c).

(iii) A statement that the surviving business corporation will

furnish a copy of the plan of conversion, on request and without

cost, to any owner of the business organization.

(iv) A statement specifying each assumed name of the business

organization to be used by the surviving domestic corporation and

authorized under section 217(6).

(v) Articles of incorporation for the surviving domestic

corporation that meet all of the requirements of this act

applicable to articles of incorporation.

(2) Section 131 applies in determining when a certificate of

conversion under this section becomes effective.

(3) When a conversion under this section takes effect, all of

the following apply:

(a) The business organization converts into the surviving

domestic corporation. Except as otherwise provided in this section,

the surviving domestic corporation is organized under and subject

to this act.

(b) The surviving domestic corporation has all of the

liabilities of the business organization. The conversion of the

business organization into a domestic corporation under this

section shall not be considered to affect any obligations or

liabilities of the business organization incurred before the

conversion or the personal liability of any person incurred before

the conversion, and the conversion shall not be considered to

affect the choice of law applicable to the business organization

with respect to matters arising before the conversion.

owned by the business organization remain vested in the surviving

domestic corporation without reversion or impairment. The rights,

privileges, powers, and interests in property of the business

organization, as well as the debts, liabilities, and duties of the

business organization, shall not be considered, as a consequence of

the conversion, to have been transferred to the surviving domestic

corporation to which the business organization has converted for

any purpose of the laws of this state.

(d) The surviving domestic corporation may use the name and

the assumed names of the business organization if the filings

required under section 217(6) or any other applicable statute are

made and the laws regarding use and form of names are followed.

(e) A proceeding pending against the business organization may

be continued as if the conversion had not occurred, or the

surviving domestic corporation may be substituted in the proceeding

for the business organization.

(f) The surviving domestic corporation is considered to be the

same entity that existed before the conversion and is considered to

be organized on the date that the business organization was

originally organized.

(g) The ownership interests of the business organization that

were to be converted into shares or obligations of the surviving

domestic corporation or into cash or other property are converted.

(h) Unless otherwise provided in a plan of conversion adopted

in accordance with this section, the business organization is not

required to wind up its affairs or pay its liabilities and

distribute its assets on account of the conversion, and the

conversion does not constitute a dissolution of the business

organization.

Sec. 762. (1) A shareholder is entitled to dissent from, and

obtain payment of the fair value of his or her shares in the event

of, any of the following corporate actions:

(a) Consummation of a plan of merger to which the corporation

is a party if shareholder approval is required for the merger by

under section 703a or 736(5) or the articles of incorporation and

the shareholder is entitled to vote on the merger, or the

corporation is a subsidiary that is merged with its parent under

section 711.

(b) Consummation of a plan of share exchange to which the

corporation is a party as the corporation whose shares will be

acquired, if the shareholder is entitled to vote on the plan.

substantially all, of the property of the corporation other than in

the usual and regular course of business, if the shareholder is

entitled to vote on the sale or exchange, including a sale in

dissolution but not including a sale pursuant to court order.

(d) Consummation of a plan of conversion to which the

corporation is a party as the corporation that is being converted,

if the shareholder is entitled to vote on the plan. However, any

rights provided under this section are not available if that

corporation is converted into a foreign corporation and the

shareholder receives shares that have terms as favorable to the

shareholder in all material respects, and represent at least the

same percentage interest of the total voting rights of the

outstanding shares of the corporation, as the shares held by the

shareholder before the conversion.

(e) ~~(d)~~ An amendment of the articles of incorporation giving

rise to a right to dissent ~~pursuant to~~ under section 621.

(f) ~~(e)~~ A transaction giving rise to a right to dissent

~~pursuant to~~ under section 754.

(g) ~~(f)~~ Any corporate action taken pursuant to a shareholder

vote to the extent the articles of incorporation, bylaws, or a

resolution of the board provides that voting or nonvoting

shareholders are entitled to dissent and obtain payment for their

shares.

~~(g) The approval of a control share acquisition giving rise to~~

~~a right to dissent pursuant to section 799.~~

(2) Unless otherwise provided in the articles of

incorporation, bylaws, or a resolution of the board, a shareholder

may not dissent from any of the following:

(a) Any corporate action set forth in subsection (1)(a) to (e)

as to shares that are listed on a national securities exchange or

designated as a national market system security on an interdealer

quotation system by the national association of securities dealers,

on the record date fixed to vote on the corporate action or on the

date the resolution of the parent corporation's board is adopted in

the case of a merger under section 711 ~~not requiring~~ that does not

require a shareholder vote under section 713.

(b) A transaction described in subsection (1)(a) in which

shareholders receive cash, or shares that satisfy the requirements

of subdivision (a) on the effective date of the merger, or any

combination ~~thereof~~ of cash and those shares.

shareholders receive cash, or shares that satisfy the requirements

of subdivision (a) on the effective date of the share exchange, or

any combination ~~thereof~~ of cash and those shares.

(d) A transaction described in subsection (1)(c) that is

conducted pursuant to a plan of dissolution providing for

distribution of substantially all of the corporation's net assets

to shareholders in accordance with their respective interests

within 1 year after the date of closing of the transaction, ~~where~~

if the transaction is for cash, or shares that satisfy the

requirements of subdivision (a) on the date of closing, or any

combination ~~thereof~~ of cash and those shares.

(e) A transaction described in subsection (1)(d) in which

shareholders receive cash, shares that satisfy the requirements of

subdivision (a) on the effective date of the conversion, or any

combination of cash and those shares.

(3) A shareholder entitled to dissent and obtain payment for

his or her shares ~~pursuant to~~ under subsection (1)(a) to ~~(e)~~ (f)

may not challenge the corporate action creating his or her

entitlement unless the action is unlawful or fraudulent with

respect to the shareholder or the corporation.

(4) A shareholder who exercises his or her right to dissent

and seek payment for his or her shares ~~pursuant to~~ under subsection

~~(1)(f)~~ (1)(g) may not challenge the corporate action creating his

or her entitlement unless the action is unlawful or fraudulent with

respect to the shareholder or the corporation.

Sec. 1002. (1) A foreign corporation ~~which~~ that receives a

certificate of authority under this act, until a certificate of

revocation or of withdrawal is issued ~~as provided in~~ under this

act, has the same rights and privileges as a domestic corporation

organized for the purposes set forth in the application pursuant to

which the certificate of authority is issued. Except as otherwise

provided in this act, the corporation is subject to the same

duties, restrictions, penalties, and liabilities ~~now or hereafter~~

~~imposed upon~~ of a similar domestic corporation. ~~of like character.~~

(2) This act does not authorize this state to regulate the

organization or internal affairs of a foreign corporation

authorized to transact business in this state.

Sec. 1060. (1) The fees a person shall pay to the

administrator when the documents described in this subsection are

delivered to him or her for filing are as follows:

(a) Articles of a domestic corporation, $10.00.

(b) Application of a foreign corporation for a certificate of

authority to transact business in this state, $10.00.

$10.00.

(d) Amended application for a certificate of authority to

transact business in this state, $10.00.

(e) Certificate of merger, conversion, or share exchange under

chapter 7, $50.00.

(f) Certificate attesting to the occurrence of a merger of a

foreign corporation under section 1021, $10.00.

(g) Certificate of dissolution, $10.00.

(h) Application for withdrawal and issuance of a certificate

of withdrawal of a foreign corporation, $10.00.

(i) Application for reservation of corporate name, $10.00.

(j) Certificate of assumed name or a certificate of

termination of assumed name, $10.00.

(k) Statement of change of registered office or resident

agent, $5.00.

(l) Restated articles of domestic corporations, $10.00.

(m) Certificate of abandonment, $10.00.

(n) Certificate of correction, $10.00.

(o) Certificate of revocation of dissolution proceedings,

$10.00.

(p) Certificate of renewal of corporate existence, $10.00.

(q) For examining a special report required by law, $2.00.

(r) Certificate of registration of corporate name of a foreign

corporation, $50.00.

(s) Certificate of renewal of registration of corporate name

of a foreign corporation, $50.00.

(t) Certificate of termination of registration of corporate

name of a foreign corporation, $10.00.

(u) Report required under section 911, $15.00 if paid before

October 1, 2003 or after September 30, 2012. After September 30,

2003 and before October 1, 2012, the fee is $25.00.

(2) The fees described in subsection (1) are in addition to

any franchise fees prescribed in this act. The administrator shall

not refund all or any part of a fee described in this section.

(3) Except as provided in subsection (9), the administrator

shall deposit all fees received and collected under this section in

the state treasury to the credit of the administrator, who may only

use the money credited pursuant to legislative appropriation and

only in carrying out those duties of the department required by

law.

(4) The fees described in this section apply to documents

filed by a domestic or foreign regulated investment company as

defined in section 1064.

(5) If any money received by the administrator from fees paid

under subsection (1)(u) is not appropriated to the department in

that fiscal year, the money remaining from those fees shall revert

to the general fund of this state.

(6) A minimum charge of $1.00 for each certificate and 50

House Bill No. 5356 (H-4) as amended December 6, 2007

cents per folio shall be paid to the administrator for certifying a

part of a file or record pertaining to a corporation if a fee for

that service is not described in subsection (1). The administrator

may furnish copies of documents, reports, and papers required or

permitted by law to be filed with the administrator, and shall

charge for those copies the fee established in a schedule of fees

adopted by the administrator with the approval of the state

administrative board. The administrator shall retain the revenue

collected under this subsection, and the department shall use it to

defray the costs for its copying and certifying services.

(7) If a domestic or foreign corporation pays fees or

penalties by check and the check is dishonored, the fee is unpaid

and the administrator shall rescind the filing of all related

documents.

(8) The administrator may accept a credit card in lieu of cash

or check as payment of a fee under this act. The administrator

shall determine which credit cards he or she shall accept for

payment.

(9) The administrator may charge a nonrefundable fee of up to

$50.00 for any document submitted or certificate sent by facsimile

or electronic transmission. The administrator shall retain the

revenue collected under this subsection and the department shall

use it to carry out its duties required by law.

[

]

Enacting section [1]. This amendatory act does not take effect

unless all of the following bills of the 94th Legislature are