state of michigan
Regular session of 2019
Introduced by Senator Irwin
ENROLLED SENATE BILL No. 440
AN ACT to amend 1993 PA 23, entitled “An act to provide for the organization and regulation of limited liability companies; to prescribe their duties, rights, powers, immunities, and liabilities; to prescribe the powers and duties of certain state departments and agencies; and to provide for penalties and remedies,” by amending section 1101 (MCL 450.5101), as amended by 2018 PA 380.
The People of the State of Michigan enact:
(a) Certificate of correction, $25.00.
(b) Articles of organization, $50.00.
(c) Amendment to the articles of organization, $25.00.
(d) Restated articles of organization, $50.00.
(e) Application for reservation of name, $25.00.
(f) Certificate of assumed name or a certificate of termination of assumed name, $25.00.
(g) Annual statement of resident agent and registered office, $15.00 if paid after September 30, 2023. Through September 30, 2023, the fee is $25.00.
(h) Certificate of restoration of good standing, $50.00.
(i) Notice of resignation of resident agent, or statement of change of registered office or resident agent, $5.00.
(j) Certificate of merger as provided in article 7, $100.00.
(k) Certificate of abandonment, $10.00.
(l) Certificate of conversion, $25.00.
(m) Certificate of dissolution, $10.00.
(n) Application of a foreign limited liability company for a certificate of authority to transact business in this state, $50.00.
(o) Certificate correcting statement contained in an application for a certificate of authority to transact business in this state, $25.00.
(p) Certificate attesting to the occurrence of a merger of a foreign limited liability company, as provided in section 1005, $10.00.
(q) Application for withdrawal and issuance of a certificate of withdrawal of a foreign limited liability company, $10.00.
(2) In addition to a fee required to file a document, the administrator may charge a fee of $50.00 if the document is filed by facsimile or other electronic transmission or the administrator is requested to transmit a document by facsimile or other electronic transmission.
(3) The administrator shall not refund all or any part of a fee described in this section. 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) A minimum charge of $1.00 for each certificate and 50 cents per folio shall be paid to the administrator for certifying a part of a file or record pertaining to a domestic or foreign limited liability company if a fee is not set forth 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 pursuant to a schedule of fees that the administrator shall adopt with the approval of the state administrative board. The administrator shall retain the revenue collected under this subsection and use it to defray the costs of the department’s copying and certifying services.
(5) If a domestic or foreign limited liability company pays fees or penalties by check and the check is dishonored, the fee is considered unpaid and the filing of all related documents will be rescinded.
(6) The administrator may accept payment by credit card, instead 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 of a fee.
(7) The administrator shall waive the fee otherwise required under subsection (1) for filing initial articles of organization if a majority of the initial membership interests in the domestic limited liability company will be held by veterans.
(8) To request a fee waiver under subsection (7), the person that is submitting the initial articles of organization for filing shall submit both of the following to the administrator with that document:
(a) A signed affidavit requesting the fee waiver and certifying that a majority of the initial membership interests in the domestic limited liability company will be held by veterans.
(b) Copies of form DD214 or form DD215, or any other form that is satisfactory to the department, for each veteran who will be an initial member of the limited liability company.
(9) The administrator shall waive any fee otherwise required under this section if a majority of the membership interests in the domestic or foreign limited liability company responsible for paying the fee are, and the domestic or foreign limited liability company provides proof satisfactory to the administrator that those interests are, held by veterans. This subsection does not apply to the fee for filing initial articles of organization.
(10) As used in this section, “veteran” means that term as defined in section 1 of 1965 PA 190, MCL 35.61.
Clerk of the House of Representatives