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Michigan Compiled Laws - Corporations

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• Repealed. 1951, Act 239, Eff.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. - Mich. Comp. Laws
• Repealed. 1982, Act 162, Eff. Jan. 1, 1983. - Mich. Comp. Laws
• Repealed. 1972, Act 284, Eff. Jan. 1, 1973. - Mich. Comp. Laws
• Repealed. 1982, Act 162, Eff. Jan. 1, 1983. - Mich. Comp. Laws
• Repealed. 1972, Act 284, Eff. Jan. 1, 1973. - Mich. Comp. Laws
• Repealed. 1982, Act 162, Eff. Jan. 1, 1983. - Mich. Comp. Laws
• Repealed. 1974, Act 140, Imd. Eff. June 5, 1974. - Mich. Comp. Laws
• 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 - Mich. Comp. Laws Section 450.98
  (1) Corporations organized to conduct a lawful business which limits the dividends payable upon stock investment in the case of corporations with capital stock...
• Cooperative Plan; Definition; Allocation of Reserved Earnings; Cooperative Corporations; Use of Term "cooperative,""co - Op," or Variation Thereof - Mich. Comp. Laws Section 450.99
  Corporations may engage in any lawful business within this state upon any cooperative plan adopted by the incorporators, or by the shareholders at any...
• Cooperative Corporations; Shares of Stock, Contents - Mich. Comp. Laws Section 450.100
  Same; contents of certificates of stock. There shall be printed upon each share of stock issued by co-operative corporations a condensed statement of every...
• Cooperative Corporations; Shareholders' Powers; Directors, Election, Term, Number; Voting - Mich. Comp. Laws Section 450.101
  The shareholders of any cooperative corporation shall have power: to adopt bylaws for the government and regulation of its business management, and to amend...
• Cooperative Corporations; Membership, Regulations - Mich. Comp. Laws Section 450.102
  Same; membership. The shareholders of every co-operative corporation may also provide in their articles or by-laws, the necessary qualifications of shareholders or members, together...
• Cooperative Corporations; Amendments to Articles - Mich. Comp. Laws Section 450.103
  Same; amendment to articles. One-tenth of the entire number of shareholders of any cooperative corporation may propose any desired amendment to the articles or...
• Cooperative Corporations; Reserve Funds, Investment; Shareholders, Vote - Mich. Comp. Laws Section 450.104
  Same; investment of reserve fund. At any regular meeting, or any duly called special meeting, at which the quorum fixed by the bylaws shall...
• Cooperative Corporations; Purchase of Business; Payment, Methods - Mich. Comp. Laws Section 450.105
  Same; purchase of business of another corporation. Whenever any cooperative corporation shall purchase the business of another corporation, firm or person or persons, it...
• Cooperative Corporations; Distribution of Dividends; Reserves; Distribution of Cooperative Dividends; Determining Annual Privilege Fee - Mich. Comp. Laws Section 450.106
  The shareholders of every cooperative corporation shall provide in the bylaws what percent upon the paid-up capital stock of the corporation, not exceeding 8%...
• Cooperative Corporations; Surplus Earnings, Distribution; Failure, Penalty - Mich. Comp. Laws Section 450.107
  Same; surplus earnings. The surplus earnings and profits of every co-operative corporation shall be distributed to those entitled thereto at such times as the...
• Cooperative Corporations; Dealing in Commodities; Contracts, Agreements - Mich. Comp. Laws Section 450.108
  Same; contracts and agreements. Every cooperative corporation engaged in buying, handling, selling or dealing in farm produce or other agricultural products, canned goods, or...
• Cooperative Corporations; Breach of Contract; Encouragement Prohibited; Penalty - Mich. Comp. Laws Section 450.109
  Same; persons liable for damage for encouraging breach of contracts and agreements. Any person, firm, or corporation who solicits or persuades or permits or...
• Repealed. 1982, Act 162, Eff. Jan. 1, 1983. - Mich. Comp. Laws
• Incorporation of Fraternal or Secret Societies; Parent Lodge - Mich. Comp. Laws Section 450.133
  Incorporation of fraternal, etc., societies. Any number of persons, not less than 3, may become incorporated for the purpose of forming a secret society...
• Parent Corporations; Articles of Incorporation - Mich. Comp. Laws Section 450.134
  Parent lodge; articles of incorporation. If such society or lodge shall be intended to operate as a state jurisdiction of a lodge or society...
• Parent Corporations; Ritual, Rules; Subordinate Lodges, Chartering - Mich. Comp. Laws Section 450.135
  Same; ritual, and rules; chartering of subordinate lodges. Every such parent corporation shall have the right to prescribe the ritual to be used in...
• Parent Corporations; Supervision, Subordinate Lodge - Mich. Comp. Laws Section 450.136
  Same; supervision of subordinate lodges. Every such parent corporation shall have the right to superintend, visit, instruct and guide its subordinate lodges and jurisdictions,...
• Parent Corporations; Management, Secretary - Mich. Comp. Laws Section 450.137
  Same; management, secretary. The fiscal and business affairs of every such parent corporation shall be managed by such executive officers, committees, directors or trustees...
• Parent Corporations; Name, Regulations - Mich. Comp. Laws Section 450.138
  Same; name. No such parent corporation shall assume a name already in use by any other corporation, lodge, or society incorporated under the laws...
• Parent Corporations; Powers as to Property - Mich. Comp. Laws Section 450.139
  Same; powers in relation to property. Every such parent corporation shall have power to hold in fee or otherwise, such real estate, and to...
• Parent Corporations; Government, Representative Form; First Annual Meeting - Mich. Comp. Laws Section 450.140
  Same; representative form of government; first annual meeting. Every such parent corporation shall adopt a representative form of government, under which form the subordinate...
• Parent Corporations; Annual Meeting, Powers - Mich. Comp. Laws Section 450.141
  Same; powers at annual meeting. The annual convention, conclave or meeting of every such parent corporation when duly called to order, shall have power...
• Local Lodges; Purpose - Mich. Comp. Laws Section 450.142
  Local lodges; purpose. Any number of persons who are members in good standing in any lodge incorporated as a parent society or lodge within...
• Local Lodges; Articles of Incorporation - Mich. Comp. Laws Section 450.143
  Same; of articles of incorporation. The articles of such local lodge or society shall follow the form prescribed for non-profit corporations in this act...
• Local Lodges; Powers as to Property; Parent Corporation, Supervision - Mich. Comp. Laws Section 450.144
  Same; powers in relation to property. Every such local lodge shall have the same right to hold, own and dispose of property, both real...
• Local Lodges; Officers, Representatives - Mich. Comp. Laws Section 450.145
  Same; officers and representatives. Every such local lodge or society shall have such officers, committees, trustees and agents as their articles may prescribe, who...
• Parent or Local Lodges; Powers of Non - Profit Corporation - Mich. Comp. Laws Section 450.146
  Same; powers. Every such corporation, whether parent or local, shall have all the rights, powers, immunities and privileges granted by this act to non-profit...
• Parent or Local Lodges; Relief Funds, Raising, Payment From Treasury - Mich. Comp. Laws Section 450.147
  Same; relief funds, etc. Every such lodge whether parent or local shall have authority to make provision for the visitation of the sick and...
• Trustee Corporations; Definition - Mich. Comp. Laws Section 450.148
  Trustee corporations; definition. Corporations may be formed to carry out the terms of any written declaration, deed or testament making donations, grants, gifts or...
• Trustee Corporations; Trustees, Vesting of Property; Trust Instrument, Definition - Mich. Comp. Laws Section 450.149
  Same; vesting of property in trustees; trust instrument defined. In any case mentioned in the foregoing section where property, whether real, personal, or mixed,...
• Trustee Corporations; Articles of Incorporation - Mich. Comp. Laws Section 450.150
  Same; articles of incorporation. The articles shall, in addition to other requirements made in this act, state: (a) The nature of the business, if...
• Trustee Corporations; Officers - Mich. Comp. Laws Section 450.151
  Same; officers. Every trustee corporation shall have officers corresponding to those prescribed for corporations generally in this act, appointed or elected as such trustees...
• Trustee Corporations; Powers as to Property - Mich. Comp. Laws Section 450.152
  Same; powers in relation to property. Unless otherwise prohibited or not contemplated in the trust instrument, such trustee corporation may by gift, grant, devise...
• Trustee Corporations; Property and Funds, Use, Investments - Mich. Comp. Laws Section 450.153
  Same; use of property and funds; investments. The property and funds of every trustee corporation shall be faithfully and exclusively used for the purposes...
• Trustee Corporations; Trustees, Vacancy, Filling - Mich. Comp. Laws Section 450.154
  Same; vacancy; among trustees, filling. In any case where the trust instrument fails to provide for the filling of vacancies among the trustees due...
• Trustee Corporations; Circuit Courts, Petition; Jurisdiction of Court - Mich. Comp. Laws Section 450.155
  Same; petition of trustees to circuit court; jurisdiction of court. In any case where the trustees of any such trustee corporation are in honest...
• Trustee Corporations; Act Amendment of Trustee Agreement - Mich. Comp. Laws Section 450.156
  Same; amendment of trust agreement. If the donor or grantor in any such trust instrument, shall desire to alter, amend, enlarge or restrict the...
• Trustee Corporations; Hospitals; Asylums; Trustee Instrument; Apprenticing Destitute or Foundling Children - Mich. Comp. Laws Section 450.157
  Same; hospitals, asylums. In all cases where lands, or any other property, amounting in value to 5,000 dollars or upwards, have been or shall...
• Trustee Corporations; Hospital, Asylum, Charitable Institution; Gifts, Acceptance - Mich. Comp. Laws Section 450.158
  Same; hospital; asylum, or other charitable institution. Whenever there shall exist any hospital, asylum, home for the care of indigent, aged or infirm persons,...
• Church Trustee Corporations; Trustees, Election, Number; Certification of Election - Mich. Comp. Laws Section 450.159
  Church trustee corporations; election of trustees. When there is organized within this state any presbytery, diocesan convention, diocese, synod, conference, district or other organization,...
• Church Trustee Corporations; Trustees, Increase, Decrease; Resolutions, Adoption; Meetings, Terms; Additional Trustee, Election - Mich. Comp. Laws Section 450.159a
  Notwithstanding any provision or statement contained in the articles or statement of incorporation of any corporation formed or now existing under section 159, such...
• Church Trustee Corporations; Trustees, Vacancy, Filling - Mich. Comp. Laws Section 450.160
  Same; vacancy among trustees, filling. Elections of trustees of church trustee corporations to fill the places of those whose terms of office expire shall...
• Church Trustee Corporations; Powers as to Property - Mich. Comp. Laws Section 450.161
  Same; powers in relation to property. Trustees of church trustee corporations may, in their corporate name, take and hold all property, real and personal,...
• Church Trustee Corporations; Investment, Powers, Certificate - Mich. Comp. Laws Section 450.162
  Same; powers of investment. Trustees of church trustee corporations may, in their corporate name, invest and reinvest the property in their hands and under...
• Repealed. 1982, Act 162, Eff. Jan. 1, 1983. - Mich. Comp. Laws
• Henry Ford Trade School; Dissolution; Cancellation of Franchise; Assets, Disposal, Sale; Debts, Payment; Retirement Program; Payment of Dissolution Charges; Certificate, Filing, Contents - Mich. Comp. Laws Section 450.167a
  (a) Pursuant to section 167 of this act, the Henry Ford trade school, a non-profit corporation and foundation organized and existing under the laws...
• Repealed. 1982, Act 162, Eff. Jan. 1, 1983. - Mich. Comp. Laws
• Corporations to Provide Student Aid - Mich. Comp. Laws Section 450.169
  Same; corporations to provide student aid. Any corporation heretofore or hereafter organized for the purpose of providing scholarships in the University of Michigan or...
• Educational Corporations; Incorporation - Mich. Comp. Laws Section 450.170
  Any number of persons, not less than 3, may incorporate for the purpose of conducting a school, academy, seminary, college or other institution of...
• 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 - Mich. Comp. Laws Section 450.171
  (1) For the purposes of this act, educational corporations are classified as 1 of the following: (a) Class w: those having a capital of...
• Educational Foundations; Colleges, Establishment - Mich. Comp. Laws Section 450.172
  (a) Educational corporations of class (w) as defined in section 171 of this act shall have authority to establish and conduct general colleges for...
• Educational Foundations; Articles of Incorporation, Contents, Amendment - Mich. Comp. Laws Section 450.173
  Same; articles of incorporation. The articles of every educational corporation shall clearly set forth the educational system of the institution to be founded and...
• Educational Foundations; Property, Acceptance; Government - Mich. Comp. Laws Section 450.174
  Same; acceptance of property. The directors or trustees of any such educational corporation may accept gifts, devises, legacies or bequests, of personal or real...
• Educational Foundations; Board of Directors, Trustees; Powers - Mich. Comp. Laws Section 450.175
  Same; powers of board of directors or trustees. The control of the business and secular affairs of every such educational corporation shall be vested...
• Educational Corporations; Holders of Diplomas or Certificates; Privilege or Immunity - Mich. Comp. Laws Section 450.176
  A diploma, certificate of graduation, or other evidence of attendance at an educational corporation entitles the lawful recipient to all the privileges and immunities...
• Educational Foundations; Inspection by State Board of Education, Time; Annual Report, Contents - Mich. Comp. Laws Section 450.177
  Same; inspection by state board of education; annual report. Every such educational corporation shall be visited and inspected by the state board of education,...
• Ecclesiastical Corporations; Incorporation; Purpose - Mich. Comp. Laws Section 450.178
  Ecclesiastical corporations. Any number of persons, not less than 3, may incorporate for the purpose of establishing any church organization for the purpose of...
• Ecclesiastical Corporations; Articles of Incorporation - Mich. Comp. Laws Section 450.179
  Same; articles of incorporation. The articles of any such ecclesiastical corporation shall be executed by the incorporators and shall follow the form prescribed in...
• Ecclesiastical Corporations; Articles, Execution, Contents; Receivership; Unclaimed Property, State - Mich. Comp. Laws Section 450.180
  Same; execution and contents of articles; receivership; unclaimed property to escheat to state. Excepting as herein otherwise provided, such articles shall be executed, acknowledged,...
• Ecclesiastical Corporations; by - Laws - Mich. Comp. Laws Section 450.181
  Same; by-laws. Every such ecclesiastical corporation shall have authority to adopt by-laws prescribing the qualifications of members; the manner in which they shall be...
• Ecclesiastical Corporations; Articles, Amendment Procedure - Mich. Comp. Laws Section 450.182
  The articles of any such ecclesiastical corporation may be amended at any meeting of the members of such corporation called for that purpose pursuant...
• Ecclesiastical Corporations; Powers as to Property - Mich. Comp. Laws Section 450.183
  Same; powers in relation to property. Where no other special provision inconsistent herewith is made in sections 178 to 185, both inclusive, of this...
• Ecclesiastical Corporations; Gifts, Acceptance, Investment - Mich. Comp. Laws Section 450.184
  Any ecclesiastical corporation incorporated in this state may receive, hold, and use gifts or bequests of money or other property for any special religious,...
• Organization and Operation of Religious College by Ecclesiastical Corporation - Mich. Comp. Laws Section 450.184a
  (1) An ecclesiastical corporation that meets all of the following criteria may organize and operate a religious college under this section: (a) The ecclesiastical...
• Ecclesiastical Corporations; Powers of Church Unrestricted - Mich. Comp. Laws Section 450.185
  Same; powers of churches not restricted. Nothing in this act contained shall be construed as limiting or restricting the rights, powers, privileges, immunities or...
• Ecclesiastical Corporations; Sunday School, Religious Society; Incorporation - Mich. Comp. Laws Section 450.186
  Same; Sunday school or religious societies. Any 3 or more persons may incorporate a Sunday school society, or other special religious society or union,...
• Public Building Corporations; Incorporation; Contracts With State Administrative Board, Legislature's Approval - Mich. Comp. Laws Section 450.186a
  Any number of persons, not less than 3, may become incorporated as a public building corporation for the purpose of constructing, operating and maintaining...
• Public Building Corporations; Powers as to Property; State Contracts, Leases; Bonds; by - Laws - Mich. Comp. Laws Section 450.186b
  Every such public building corporation shall have power to take and hold by bequest, devise, gift, purchase or lease, either absolutely or in trust,...
• Public Building Corporations; Non - Profit Provisions, Applicability; Administration of Property and Accumulation; Rent to State; Fees, Purpose - Mich. Comp. Laws Section 450.186c
  Every such corporation shall be a nonprofit corporation and subject to the provisions of this act relating to nonprofit corporations except as specifically otherwise...
• Public Building Corporations; Trustees, Number, Terms, Compensation; Members, Term, Admission - Mich. Comp. Laws Section 450.186d
  The trustees of every such corporation shall provide in the articles the terms and the manner in which members may be admitted. The affairs...
• Public Building Corporations; Winding Up Affairs by Legislature; Property, Conservation, Disposition - Mich. Comp. Laws Section 450.186e
  Should any such corporation cease to operate or become unable to usefully serve the purpose of its organization, the legislature may by law provide...
• Repealed. 1965, Act 161, Imd. Eff. July 15, 1965. - Mich. Comp. Laws
• Repealed. 1970, Act 66, Imd. Eff. July 10, 1970. - Mich. Comp. Laws
• Repealed. 1972, Act 284, Eff. Jan. 1, 1973. - Mich. Comp. Laws
• Repealed. 1982, Act 162, Eff. Jan. 1, 1983. - Mich. Comp. Laws
• Catchline Headings of Sections Not Part of Act - Mich. Comp. Laws Section 450.190
  Catchline headings of sections not part of act. The catchline headings of sections of this act shall in no way be considered to be...
• Repeal of Acts and Parts of Acts; Mcl 450.631 and 450.632 Inapplicable to Corporations Governed by This Act - Mich. Comp. Laws Section 450.191
  Repeal. The following acts and parts of acts amendatory thereto, are hereby repealed: Act 84, Public Acts 1921; Act 20, Public Acts 1921, First...
• Saving Clause - Mich. Comp. Laws Section 450.192
  Saving clause. This act shall not impair or affect any act done, offense committed or right accruing, accrued, or acquired, or liability, penalty, forfeiture...
• Corporation Division; Transfer - Mich. Comp. Laws Section 450.211
  450.211 Corporation division; transfer. WHEREAS, the functions and responsibilities of the Corporation Division and Corporation Franchise Fee Division were transferred by Act 380 of...
• Repealed - Professional Service Corporation Act (450.221 - 450.235) - Mich. Comp. Laws
• Charitable Purpose Corporations; Dissolution; Notice, to Attorney General, Time; Court Proceedings - Mich. Comp. Laws Section 450.251
  No nonprofit corporation, foundation, trustee corporation or other corporation or entity organized under the laws of this state whose corporate purposes are to hold...
• Charitable Purpose Corporations; Notice of Withdrawal; Filing, Conditions - Mich. Comp. Laws Section 450.252
  The corporation and securities commission shall not accept for filing a notice of withdrawal from this state of a foreign corporation or entity whose...
• Construction of Act - Mich. Comp. Laws Section 450.253
  Nothing in this act shall be construed to repeal the provisions of Act No. 327 of the Public Acts of 1931, as amended, being...
• Repealed - Corporate Fees, Taxes, and Charges (450.301 - 450.310) - Mich. Comp. Laws
• Validation of Certain Audits - Mich. Comp. Laws Section 450.321
  All audits performed by or at the direction of the department of treasury for the purpose of determining liability for a corporate franchise fee...
• Repealed - Reports of Certain Foreign Corporations and Joint Stock Companies (450.351 - 450.354) - Mich. Comp. Laws
• Repealed - Extension of Corporate Life (450.361 - 450.363) - Mich. Comp. Laws
• Domestic Corporations; Terms of Existence - Mich. Comp. Laws Section 450.371
  Notwithstanding any other provision of law, the term of existence of every domestic corporation heretofore incorporated or hereafter incorporating under any law of this...
• Effective Date of Act - Mich. Comp. Laws Section 450.372
  This act shall take effect on January 1, 1964.
• Repealed - Reinstatement of Nonprofit Corporations (450.401 - 450.402) - Mich. Comp. Laws
• Nonprofit Corporations; Renewal of Corporate Existence; New Articles; Reports; Fees; Penalty - Mich. Comp. Laws Section 450.411
  Any nonprofit corporation organized under the laws of this state, now or heretofore in force, whose charter has become void under section 92 of...
• Nonprofit Corporations; Revival of Charter; Extension of Corporate Term; Validity of Corporate Acts - Mich. Comp. Laws Section 450.412
  Upon the filing of such new articles and reports and the payments of such fees, the charter of the corporation shall be revived and...
• Repealed - Reinstatement of Ecclesiastical Corporations (450.421 - 450.422) - Mich. Comp. Laws
• Repealed - Reinstatement of Profit Corporations (450.431 - 450.432) - Mich. Comp. Laws
• Repealed - Reinstatement of Nonprofit Corporations (450.441 - 450.442) - Mich. Comp. Laws
• Nonprofit Cemetery Association; Reinstatement of Charter; Report; Penalty; Certificate; Filing Articles of Association - Mich. Comp. Laws Section 450.471
  The charter of a nonprofit cemetery association which has become void or shall become void before December 31, 1974, under statutes of this state,...
• Non - Profit Cemetery Associations; Right Restoration; Contracts Validation - Mich. Comp. Laws Section 450.472
  Upon compliance with the provisions of this act, the rights of such association shall be the same as though no forfeiture had been operative,...
• Non - Profit Cemetery Associations; County Clerk, Duties - Mich. Comp. Laws Section 450.473
  The clerk of each county of this state shall, within 90 days from the effective date of this act, prepare and forward to the...
• Absence or Death of Person Authorized to Call or Preside At Legal Meeting of Corporation; Application; Warrant to Call Meeting - Mich. Comp. Laws Section 450.504
  If by reason of the death, absence, or other legal impediment of the officers of any corporation, there is no person duly authorized to...
• Holding of Land; Subscriptions; Donations; Stock Transfer; Articles, Amendment - Mich. Comp. Laws Section 450.507
  Every such corporation may hold land to an amount authorized by law, and may convey the same and may receive subscriptions to its capital...
• Contributions; Recovery in Chancery - Mich. Comp. Laws Section 450.519
  When the officers or members of a corporation, or any of them, are liable for any debts of the corporation, or for any acts...
• Acts of Incorporation; Amendment, Alteration or Repeal - Mich. Comp. Laws Section 450.520
  Every act of incorporation passed since the twentieth day of April, in the year 1839, or which shall be hereafter passed, shall at any...
• Assessing Officers; Returns, Contents - Mich. Comp. Laws Section 450.521
  It shall be the duty of the clerk of every corporation within this state, whose capital stock is or shall be subject to taxation...
• Assessing Officers; Returns, Default; Penalty - Mich. Comp. Laws Section 450.522
  If any clerk or director mentioned in the preceding section, shall refuse or neglect to make such return, or shall wilfully make a false...
• Fraudulent Transfer of Shares to Avoid Taxation; Penalty - Mich. Comp. Laws Section 450.523
  If any shareholder shall fraudulently transfer any share in either of the corporations mentioned in the twenty-third section of this chapter, for the purpose...
• Returns to State Treasurer; Default, Computation, State Tax - Mich. Comp. Laws Section 450.524
  The cashier of each bank and the secretary or clerk of each incorporated railroad, canal or turnpike company shall, on the first Monday of...
• Attorney General and Legislature; Examination - Mich. Comp. Laws Section 450.525
  It shall be the duty of the attorney general whenever and as often as he shall be required by the governor, to examine into...
• Repealed - Change in Corporate Name (450.601 - 450.601) - Mich. Comp. Laws
• Repealed - Sale of Corporate Property, Franchises, Rights, and Privileges (450.631 - 450.632) - Mich. Comp. Laws
• Repealed - Election of Corporate Directors (450.651 - 450.651) - Mich. Comp. Laws
• Practice of Law by Corporations and Voluntary Associations Prohibited; Exceptions; Penalty - Mich. Comp. Laws Section 450.681
  It shall be unlawful for any corporation or voluntary association to practice or appear as an attorney-at-law for any person other than itself in...
• Incorporation of Library by Proprietors; Meeting; Notice - Mich. Comp. Laws Section 450.691
  Any 7 or more proprietors of a library may form themselves into a corporation, under such corporate name as they may adopt, for the...
• Libraries; Proprietors; Powers; Proceedings, Certificate; Recording - Mich. Comp. Laws Section 450.692
  Any 7 or more of the proprietors of such library, met in pursuance of such notice, may choose a president, a clerk, a librarian,...
• Libraries; Powers of Corporation; Governing Law - Mich. Comp. Laws Section 450.693
  When such proprietors shall be organized as a corporation in the manner hereinbefore provided, they shall have all the powers and privileges, and be...
• Libraries; Collector and Treasurer, Bond - Mich. Comp. Laws Section 450.694
  The treasurer and collector shall give bond to such corporation, with sufficient sureties, to the satisfaction of the president, for the faithful discharge of...
• Libraries; Shares, Assessment and Transfer; Holding of Property - Mich. Comp. Laws Section 450.695
  The said proprietors may raise such sums of money by assessment on the shares as they shall judge necessary for the purpose of preserving,...
• Libraries; Organization; Powers - Mich. Comp. Laws Section 450.696
  Any 15 or more persons, in any township or county within this state, who shall by writing associate for the purpose of mental improvement,...
• Corporation Director, Manager, Trustee or Officer; Resident Agent, Attorney; Appointment, Duration - Mich. Comp. Laws Section 450.701
  Every person, whether a resident or nonresident of this state, by the acceptance of election, appointment or employment as a director, manager, trustee or...
• Corporation Director, Manager, Trustee or Officer; Resident Agent; Service of Process, Copy Forwarded - Mich. Comp. Laws Section 450.702
  Any such director, manager, trustee or other officer may be served with process in such actions while he holds office as such and after...
• Corporation Director, Manager, Trustee or Officer; Continuance - Mich. Comp. Laws Section 450.703
  In any action in which any director, manager, trustee or other officer of a domestic corporation has been served with process as hereinabove provided,...
• Corporation Director, Manager, Trustee or Officer; Resignation - Mich. Comp. Laws Section 450.704
  Any person, director, manager, trustee or other officer of any corporation organized under the laws of the state of Michigan who, within 30 days...
• Repealed - Scholarship Corporations (450.711 - 450.728) - Mich. Comp. Laws
• Short Title - Mich. Comp. Laws Section 450.731
  This act shall be known and may be cited as "the employee-owned corporation act".
• Definitions - Mich. Comp. Laws Section 450.732
  As used in this act: (a) "Closing" means the permanent shutting down of operations at any establishment at which at least 25 persons are...
• Program to Assist in Developing Employee - Owned Corporations; Establishment; Operation; Duty of Department - Mich. Comp. Laws Section 450.733
  The department, in cooperation with the department of commerce, shall establish a program to assist in developing employee-owned corporations. The program may operate when...
• Powers of Department Generally - Mich. Comp. Laws Section 450.734
  The department may do all of the following: (a) Develop, collect, and disseminate information useful to persons and organizations throughout the state in undertaking...
• Assistance in Implementing Mcl 450.734 - Mich. Comp. Laws Section 450.735
  Each principal department and the economic advisory council, as established by law, shall assist the department of labor, upon its request, in implementing section
• Notice of Decision to Close or Relocate Operations - Mich. Comp. Laws Section 450.736
  The department shall encourage those business establishments considering a decision to effect a closing or relocation of operations relative to an establishment located in...
• Feasibility Study; Informational Meeting - Mich. Comp. Laws Section 450.737
  If the department becomes aware pursuant to a request that a business establishment is closing or relocating operations, the department may conduct an initial...
• Conditional Effective Date - Mich. Comp. Laws Section 450.738
  This act shall not take effect unless House Bill No. 4614 of the 83rd Legislature is enacted into law.
• Repealed - Employee - Owned Corporations (450.751 - 450.759) - Mich. Comp. Laws
• Definitions - Mich. Comp. Laws Section 450.771
  As used in this act: (a) "Controlled" means exercising the power to make policy decisions in a business. (b) "Department" means a principal department...
• 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 - Mich. Comp. Laws Section 450.772
  (1) The construction, goods, and services procurement policy for each department shall provide for the following percentage of expenditures to be awarded to minority...
• Establishing Procurement Policy for Meeting Projected Goals; Report; Staff - Mich. Comp. Laws Section 450.773
  (1) The governor shall establish a procurement policy for each executive department to implement and establish the method of meeting the projected goals established...
• Certification as Minority Owned or Woman Owned Business; Affidavit; Filing - Mich. Comp. Laws Section 450.774
  A person who wishes to be certified as a minority owned or woman owned business shall complete a sworn affidavit that the person is...
• Violating or Conspiring to Violate Act; Fraudulent Procurement of Contract; Felony; Penalty; Barring Violator From Obtaining Future Contracts - Mich. Comp. Laws Section 450.775
  A person who knowingly violates or conspires to violate this act, or who knowingly and fraudulently procures or attempts to procure a contract with...
• Minority Owned or Woman Owned Business as Prime Contractor - Mich. Comp. Laws Section 450.776
  If a minority owned or woman owned business receives a contract, the minority owned or woman owned business shall be the prime contractor through...
• Repealed - Small Business Development Program (450.781 - 450.787) - Mich. Comp. Laws
• Short Title - Mich. Comp. Laws Section 450.791
  This act shall be known and may be cited as "the business opportunity act for persons with disabilities". History: 1988, Act 112, Eff. Mar....
• Definitions - Mich. Comp. Laws Section 450.792
  As used in this act: (a) "Business owned by persons with disabilities" means a business in which all of the following apply: (i) More...
• 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 - Mich. Comp. Laws Section 450.793
  (1) It shall be the goal of each department to award each year not less than 3% of its total expenditures for construction, goods,...
• Designation of Certifying Agency by Governor; Acceptable Documentation; Verification; Application Form; Affidavit and Documentation; Proof Required - Mich. Comp. Laws Section 450.794
  (1) The governor shall designate a department responsible for certifying that a person meets the requirements of this act. (2) Unless subsection (3) applies,...
• Fraudulent Procurement of Contract Prohibited; Violation as Felony; Penalty - Mich. Comp. Laws Section 450.795
  (1) A person shall not fraudulently procure or attempt to procure a contract under this act. (2) A person who knowingly violates this act...
• Repealed - Employee - Owned Corporation Revolving Loan Fund (450.801 - 450.815) - Mich. Comp. Laws
• Short Title - Mich. Comp. Laws Section 450.831
  This act shall be known and may be cited as the "uniform electronic transactions act".
• Definitions - Mich. Comp. Laws Section 450.832
  As used in this act: (a) "Agreement" means the bargain of the parties in fact, as found in their language or inferred from other...
• Applicability of Act to Electronic Records and Signatures - Mich. Comp. Laws Section 450.833
  (1) Except as otherwise provided in subsection (2) and section 4, this act applies to electronic records and electronic signatures relating to a transaction....
• Applicability of Act; Commencement - Mich. Comp. Laws Section 450.834
  This act applies to any electronic record or electronic signature created, generated, sent, communicated, received, or stored on or after the effective date of...
• Scope of Act; Terms - Mich. Comp. Laws Section 450.835
  (1) This act does not require a record or signature to be created, generated, sent, communicated, received, stored, or otherwise processed or used by...
• Construction of Act - Mich. Comp. Laws Section 450.836
  This act shall be construed and applied to all of the following: (a) Electronic transactions consistent with other applicable law. (b) Be consistent with...
• Record or Signature in Electronic Form; Legal Effect; Enforcement - Mich. Comp. Laws Section 450.837
  (1) A record or signature shall not be denied legal effect or enforceability solely because it is in electronic form. (2) A contract shall...
• Agreement to Conduct Transaction by Electronic Means; Satisfaction of Legal Requirement - Mich. Comp. Laws Section 450.838
  (1) If parties have agreed to conduct a transaction by electronic means and a law requires a person to provide, send, or deliver information...
• Attribution of Electronic Record or Signature - Mich. Comp. Laws Section 450.839
  (1) An electronic record or electronic signature is attributable to a person if it is the act of the person. The act of the...
• Change or Error in Transmission of Electronic Record - Mich. Comp. Laws Section 450.840
  If a change or error in an electronic record occurs in a transmission between parties to a transaction, the following rules apply: (a) If...
• Signature Notarized, Acknowledged, Verified, or Made Under Oath; Satisfaction of Requirement - Mich. Comp. Laws Section 450.841
  If a law requires a signature or record to be notarized, acknowledged, verified, or made under oath, the requirement is satisfied if the electronic...
• Retention of Record - Mich. Comp. Laws Section 450.842
  (1) If a law requires that a record be retained, the requirement is satisfied by retaining an electronic record of the information if the...
• Evidence of Record or Signature in Criminal or Civil Proceeding - Mich. Comp. Laws Section 450.843
  In a criminal or civil proceeding, evidence of a record or signature shall not be excluded solely because it is in electronic form.
• Automated Transaction; Applicable Rules - Mich. Comp. Laws Section 450.844
  In an automated transaction, all of the following rules apply: (a) A contract may be formed by the interaction of electronic agents of the...
• Electronic Record Considered Sent or Received - Mich. Comp. Laws Section 450.845
  (1) Unless otherwise agreed between the sender and the recipient, an electronic record is sent when it complies with all of the following: (a)...
• "transferable Record" Explained - Mich. Comp. Laws Section 450.846
  (1) As used in this section, "transferable record" means an electronic record that is both of the following: (a) Would be a note under...
• Use of Electronic Records and Signatures by Governmental Agency; Determination by Department of Management and Budget - Mich. Comp. Laws Section 450.848
  (1) Except as otherwise provided in section 12(6), the department of management and budget shall determine whether, and the extent to which, each state...
• Standards Adopted by Other Governmental Agencies - Mich. Comp. Laws Section 450.849
  (1) The department of management and budget may encourage and promote consistency and interoperability with similar standards adopted by other governmental agencies of this...
• Short Title - Mich. Comp. Laws Section 450.1101
  This act shall be known and may be cited as the "business corporation act".
• Liberal Construction; Purposes and Policies of Act - Mich. Comp. Laws Section 450.1103
  This act shall be liberally construed and applied to promote its underlying purposes and policies which include all of the following: (a) To simplify,...
• Definitions Controlling Interpretation of Act - Mich. Comp. Laws Section 450.1104
  The definitions contained in sections 105 through 109 shall control the interpretation of this act, unless the context otherwise requires. History: 1972, Act 284,...
• Definitions; A, B - Mich. Comp. Laws Section 450.1105
  (1) "Administrator" means the chief officer of the department or of any other agency or department authorized by law to administer this act, or...
• Definitions; C to E - Mich. Comp. Laws Section 450.1106
  (1) "Corporation" or "domestic corporation" means a corporation formed under this act, or existing on January 1, 1973 and formed under any other statute...
• Definitions; F to I - Mich. Comp. Laws Section 450.1107
  (1) "Foreign corporation" means a corporation for profit formed under laws other than the laws of this state, which includes in its purposes a...
• Definitions; N to P - Mich. Comp. Laws Section 450.1108
  (1) "Nonprofit corporation" or "domestic nonprofit corporation" means a nonprofit, corporation subject to the nonprofit corporation act, 1982 PA 162, MCL 450.2101 to 450.3192....
• Definitions; S - Mich. Comp. Laws Section 450.1109
  (1) "Services in a learned profession" means services provided to the public by a dentist, an osteopathic physician, a physician, a surgeon, a doctor...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Applicability of Act to Domestic and Foreign Corporations - Mich. Comp. Laws Section 450.1121
  This act applies to every domestic corporation and to every foreign corporation which is authorized to or does transact business in this state except...
• References to Repealed Acts; Statutes Inapplicable to Corporations Defined in Mcl 450.1106; Uniform Fraudulent Transfer Act Inapplicable to Distributions. - Mich. Comp. Laws
• Applicability of Act Generally - Mich. Comp. Laws Section 450.1123
  (1) Unless otherwise provided in, or inconsistent with, the act under which a corporation is or has been formed, this act applies to deposit...
• Applicability to Foreign Commerce, Interstate Commerce, and Federal Corporations - Mich. Comp. Laws Section 450.1125
  This act applies to commerce with foreign nations and among the several states and to corporations formed by or under any act of congress,...
• Applicability to Existing Corporations; Saving Clause - Mich. Comp. Laws Section 450.1127
  (1) This act does not affect the duration of a corporation which exists on the effective date of this act. An existing corporation and...
• Amendment or Repeal of Act - Mich. Comp. Laws Section 450.1129
  This act may be supplemented, altered, amended or repealed by the legislature and every corporation, domestic or foreign, to which this act applies is...
• 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 - Mich. Comp. Laws Section 450.1131
  (1) A document required or permitted to be filed under this act shall be submitted by delivering the document to the administrator together with...
• Filed Documents; Language, Form, Execution, and Contents - Mich. Comp. Laws Section 450.1132
  (1) A document filed with the administrator shall be in the English language, except that the corporate name need not be in the English...
• Correction of Document Relating to Domestic or Foreign Corporation; Signing and Filing of Certificate of Correction; Contents of Certificate; Effective Date of Corrected Document - Mich. Comp. Laws Section 450.1133
  If a document relating to a domestic or foreign corporation filed with the administrator under this act was at the time of filing an...
• Corporate Action Without Notice or Lapse of Prescribed Time Period - Mich. Comp. Laws Section 450.1141
  When, under this act or the articles of incorporation or bylaws of a corporation or by the terms of an agreement or instrument, a...
• Notice or Communication Where Communication Unlawful or Where Notice or Communication Not Required; Statement - Mich. Comp. Laws Section 450.1142
  When a notice or communication is required to be given to a person by this act, by the articles of incorporation or bylaws, or...
• Mailing Notice or Communication; Delivery; Electronic Transmission; "Address" Defined - Mich. Comp. Laws Section 450.1143
  (1) If a notice or communication is required or permitted by this act to be given by mail, it shall be mailed, except as...
• Notice of Refusal to File Document; Refusing or Revoking Authorization of Foreign Corporation to Transact Business; Judicial Review - Mich. Comp. Laws Section 450.1151
  (1) If the administrator fails to promptly file a document, other than an annual report, submitted for filing under this act, the administrator shall...
• Incorporators - Mich. Comp. Laws Section 450.1201
  (1) One or more persons may be the incorporators of a corporation by signing and filing articles of incorporation for the corporation. (2) A...
• Articles of Incorporation; Contents - Mich. Comp. Laws Section 450.1202
  The articles of incorporation shall contain all of the following: (a) The name of the corporation. (b) The purposes for which the corporation is...
• Articles of Incorporation; Provision as to Compromise, Arrangement, or Plan of Reorganization - Mich. Comp. Laws Section 450.1204
  The articles of incorporation may contain the following provision or the substance thereof: When a compromise or arrangement or a plan of reorganization of...
• Articles of Incorporation; Effect of Provision as to Compromise, Arrangement, or Plan of Reorganization - Mich. Comp. Laws Section 450.1205
  (1) When the provision of section 204 is included in the original articles of incorporation of a corporation, all persons who become creditors or...
• Articles of Incorporation; Permissible Provisions - Mich. Comp. Laws Section 450.1209
  (1) The articles of incorporation may contain any provision not inconsistent with this act or another statute of this state, including any of the...
• Corporate Name; Required Words and Abbreviations - Mich. Comp. Laws Section 450.1211
  Except as provided in chapter 2A for a professional corporation, the corporate name of a domestic corporation shall contain the word "corporation", "company", "incorporated",...
• Corporate Name; Conformity; Noncompliance of Corporate Name of Foreign Corporation as Bar to Certificate of Authority; Rights to Use of Corporate Name Not Created - Mich. Comp. Laws Section 450.1212
  (1) The corporate name of a domestic or foreign corporation formed or existing under or subject to this act shall conform to all of...
• Assumption of Name Implying Banking, Insurance, Surety, or Trust Company; Prohibited Letters or Words; Corporation Licensed as Nursing Home; Use of Terms - Mich. Comp. Laws Section 450.1213
  (1) A corporation formed or existing under or subject to this act other than a bank holding company registered or to be registered as...
• Corporate Name; Reservation of Right to Use; Transfer of Right - Mich. Comp. Laws Section 450.1215
  (1) A person may reserve the right to use of a corporate name by executing and filing an application to reserve the name. If...
• Transacting Business Under Assumed Name; Certificate - Mich. Comp. Laws Section 450.1217
  (1) A domestic or foreign corporation may transact business under any assumed name or names other than its corporate name, if not precluded from...
• Beginning of Corporate Existence; Filing of Articles as Evidence - Mich. Comp. Laws Section 450.1221
  The corporate existence shall begin on the effective date of the articles of incorporation as provided in section 131. Filing is conclusive evidence that...
• Selection of Board; Adoption of Bylaws; First Meeting; Quorum; Election of Officers; Transaction of Business - Mich. Comp. Laws Section 450.1223
  Before or after filing of the articles of incorporation a majority of the incorporators, at a meeting or by written instrument, shall select a...
• Adoption, Amendment, or Repeal of Bylaws; Contents of Bylaws - Mich. Comp. Laws Section 450.1231
  The initial bylaws of a corporation shall be adopted by its incorporators, its shareholders, or its board. The shareholders or the board may amend...
• Registered Office and Resident Agent Required; Address - Mich. Comp. Laws Section 450.1241
  (1) Each domestic corporation and each foreign corporation authorized to transact business in this state shall have and continuously maintain in this state both...
• Changing Registered Office or Resident Agent; Statement; Changing Address of Registered Office - Mich. Comp. Laws Section 450.1242
  (1) A domestic corporation or a foreign corporation authorized to transact business in this state may change its registered office or change its resident...
• Resignation of Resident Agent - Mich. Comp. Laws Section 450.1243
  A resident agent of a domestic or foreign corporation may resign by filing a written notice of resignation with the president or a vice...
• Service of Process - Mich. Comp. Laws Section 450.1246
  (1) The resident agent appointed by a corporation is an agent of the corporation upon whom any process, notice, or demand required or permitted...
• Formation of Corporation for Lawful Purpose; Exception; Aiding National Emergency - Mich. Comp. Laws Section 450.1251
  (1) A corporation may be formed under this act for any lawful purpose, except to engage in a business for which a corporation may...
• Corporate Powers - Mich. Comp. Laws Section 450.1261
  A corporation, subject to any limitation provided in this act, in any other statute of this state, or in its articles of incorporation, shall...
• Asserting Lack of Corporate Capacity or Power - Mich. Comp. Laws Section 450.1271
  An act of a corporation and a transfer of real or personal property to or by a corporation, otherwise lawful, is not invalid because...
• Agreement to Pay Interest in Excess of Legal Rate; Defense of Usury Prohibited - Mich. Comp. Laws Section 450.1275
  A domestic or foreign corporation, whether or not formed at the request of a lender or in furtherance of a business enterprise, may by...
• Incorporation as Professional Corporation - Mich. Comp. Laws Section 450.1281
  (1) A corporation must incorporate as a professional corporation under this chapter if it is incorporated to provide 1 or more services in a...
• Definitions - Mich. Comp. Laws Section 450.1282
  As used in this chapter: (a) "Licensed person" means an individual who is duly licensed or otherwise legally authorized to practice a professional service...
• Professional Corporation; Formation; Name - Mich. Comp. Laws Section 450.1283
  (1) Except as provided in this section, 1 or more licensed persons may form a professional corporation under this chapter. (2) Each shareholder of...
• Professional Corporation Subject to Mcl 333.16101 to 333.18838 - Mich. Comp. Laws Section 450.1284
  (1) Except as otherwise provided in subsection (2) or (3), if a professional corporation provides a professional service that is subject to article 15...
• Professional Services; Licensure of Officers, Employee, and Agents; Other Laws; Liability - Mich. Comp. Laws Section 450.1285
  (1) A professional corporation shall not provide professional services in this state except through its officers, employees, and agents who are duly licensed or...
• Officer, Shareholder, Agent, or Employee; Legal Disqualification; Restriction or Limitation of Authority to Provide Services; Failure to Comply With Section - Mich. Comp. Laws Section 450.1286
  If an officer, shareholder, agent, or employee of a professional corporation becomes legally disqualified to provide the professional services provided by the corporation, or...
• Professional Services; Limitation - Mich. Comp. Laws Section 450.1287
  (1) A professional corporation shall not engage in any business other than providing the professional service or services for which it was specifically incorporated....
• Issuance of Capital Stock; Sale or Transfer of Shares; Voting Trust or Other Agreement; Redemption or Purchase of Shares - Mich. Comp. Laws Section 450.1288
  (1) A professional corporation shall not issue any of its capital stock to anyone other than an individual who is duly licensed or otherwise...
• Professional Entity as Surviving Entity of Merger or Conversion - Mich. Comp. Laws Section 450.1289
  (1) A professional corporation that is the surviving entity of a merger or conversion shall only have as shareholders licensed persons that are permitted...
• Issuance and Classes of Shares; Rights, Preferences, and Limitations - Mich. Comp. Laws Section 450.1301
  (1) A corporation may issue the number of shares authorized in its articles of incorporation. The shares may be all of 1 class or...
• Amendment Deleting Reference to Par Value - Mich. Comp. Laws Section 450.1301a
  The board by resolution may adopt and file an amendment of the articles of incorporation deleting any reference to par value.
• Class of Shares; Division and Issuance in Series; Rights and Preferences; Certificate; Amendment Eliminating Series of Shares - Mich. Comp. Laws Section 450.1302
  (1) If provided for in the articles of incorporation, a class of shares may be divided into and issued in series. The shares of...
• Convertible Shares and Bonds; Increase in Shares to Satisfy Conversion Privileges - Mich. Comp. Laws Section 450.1303
  (1) If the articles of incorporation provide, subject to restrictions in section 304, a corporation may issue shares convertible at the option of the...
• Convertible Shares and Bonds; Conditions to Issuance; Disposition of Convertible Bonds or Shares - Mich. Comp. Laws Section 450.1304
  (1) Bonds or shares convertible into shares of a corporation shall not be issued unless 1 of the following conditions is satisfied: (a) A...
• Redeemable Shares - Mich. Comp. Laws Section 450.1304a
  The articles of incorporation may provide for 1 or more classes or series of shares which are redeemable, in whole or in part, at...
• Subscription for Shares - Mich. Comp. Laws Section 450.1305
  (1) A subscription for shares made before or after organization of a corporation is not enforceable unless in writing and signed by the subscriber....
• Subscription for Shares; Payment; Call; Security Interest - Mich. Comp. Laws Section 450.1306
  (1) Unless otherwise provided in the subscription agreement: (a) A subscription for shares made before or after organization of a corporation shall be paid...
• Subscription Agreement; Default in Payment; Rights and Duties of Corporation - Mich. Comp. Laws Section 450.1307
  (1) In case of default in payment of an installment or call or other amount due under a subscription agreement, including an amount which...
• Cancellation of Shares Upon Rescission of Subscription - Mich. Comp. Laws Section 450.1308
  Rescission by a corporation of a subscription under which a part of the shares subscribed for have been issued and in which the corporation...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Reservation of Powers to Shareholders; Consideration for Authorized Issuance of Shares; Determination of Adequacy; Shares Fully Paid and Nonassessable; Rights and Privileges of Subscriber - Mich. Comp. Laws Section 450.1314
  (1) The powers granted in this section to the board may be reserved to the shareholders by the articles of incorporation. (2) The board...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Liability of Purchaser, Holder, Subscriber, Assignee, Transferee, Pledgee, or Shareholder - Mich. Comp. Laws Section 450.1317
  (1) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Expenses of Organization and Reorganization; Expenses of Sale or Underwriting of Shares - Mich. Comp. Laws Section 450.1327
  The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting...
• Share Certificates - Mich. Comp. Laws Section 450.1331
  Except as provided in section 336, the shares of a corporation shall be represented by certificates which shall be signed by the chairperson of...
• Share Certificates; Contents - Mich. Comp. Laws Section 450.1332
  (1) A certificate representing shares shall state upon its face all of the following: (a) That the corporation is formed under the laws of...
• Share Certificates; Loss or Destruction; Bond - Mich. Comp. Laws Section 450.1334
  A corporation may issue a new certificate for shares or fractional shares in place of a certificate theretofore issued by it, alleged to have...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Issuance or Transfer of Shares Without Certificates; Statement - Mich. Comp. Laws Section 450.1336
  (1) Unless the articles of incorporation or bylaws provide otherwise, the board may authorize the issuance of some or all of the shares of...
• Fractions of Share or Scrip - Mich. Comp. Laws Section 450.1338
  (1) A corporation may issue fractions of shares and may do 1 of the following: (a) Issue certificates for fractions of shares that entitle...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Issuance of Shares Pro Rata and Without Consideration; Share Dividend - Mich. Comp. Laws Section 450.1341a
  (1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Rights, Options, or Warrants - Mich. Comp. Laws Section 450.1342a
  (1) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board shall determine...
• Preemptive Rights - Mich. Comp. Laws Section 450.1343
  (1) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent provided in...
• Acquisition of Own Shares by Corporation; Shares as Authorized but Unissued; Reducing Number of Authorized Shares if Reissuance Prohibited; Restriction on Acquisition - Mich. Comp. Laws Section 450.1344
  (1) Subject to restrictions imposed by this act or the articles of incorporation, a corporation may acquire its own shares and those shares constitute...
• 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 - Mich. Comp. Laws Section 450.1345
  (1) A board may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Repealed. 1997, Act 118, Imd. Eff. Oct. 24, 1997. - Mich. Comp. Laws
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Inspection and Voting Rights of Bondholders; Facsimile Signatures - Mich. Comp. Laws Section 450.1391
  (1) A corporation, in its articles of incorporation, may confer upon the holders of bonds issued or to be issued by it, rights to...
• Chapter Inapplicable to Distributions in Dissolution - Mich. Comp. Laws Section 450.1392
  This chapter shall not apply to distributions in dissolution under chapter 8.
• Meetings of Shareholders; Place - Mich. Comp. Laws Section 450.1401
  Meetings of shareholders may be held at a place within or without this state as provided in the bylaws. In the absence of such...
• Annual Meeting of Shareholders - Mich. Comp. Laws Section 450.1402
  An annual meeting of shareholders for election of directors and for such other business as may come before the meeting shall be held at...
• Special Meeting of Shareholders - Mich. Comp. Laws Section 450.1403
  A special meeting of shareholders may be called by the board, or by officers, directors or shareholders as provided in the bylaws. Notwithstanding any...
• Meetings of Shareholders; Notice; Adjournment; Result of Shareholder's Attendance At Meeting - Mich. Comp. Laws Section 450.1404
  (1) Except as otherwise provided in this act, written notice of the time, place if any, and purposes of a meeting of shareholders shall...
• Participating in Meeting of Shareholders by Conference Telephone or Remote Communications - Mich. Comp. Laws Section 450.1405
  (1) Unless otherwise restricted by the articles of incorporation or bylaws, a shareholder may participate in a meeting of shareholders by a conference telephone...
• Meeting of Shareholders; Duties of Chairperson - Mich. Comp. Laws Section 450.1406
  (1) At each meeting of shareholders, a chairperson shall preside. The chairperson shall be appointed as provided in the bylaws or, in the absence...
• Electronic Transmission as Notice; Consent - Mich. Comp. Laws Section 450.1406a
  In addition to any other form of notice to a shareholder permitted by the articles of incorporation, the bylaws, or this chapter, any notice...
• Corporate Action Without Meeting of Shareholders - Mich. Comp. Laws Section 450.1407
  (1) The articles of incorporation may provide that any action required or permitted by this act to be taken at an annual or special...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Fixing Record Dates for Certain Purposes - Mich. Comp. Laws Section 450.1412
  (1) For the purpose of determining shareholders entitled to notice of and to vote at a meeting of shareholders or an adjournment of a...
• List of Shareholders Entitled to Vote - Mich. Comp. Laws Section 450.1413
  (1) The officer or agent having charge of the stock transfer books for shares of a corporation shall make and certify a complete list...
• Shareholder Meeting; Quorum - Mich. Comp. Laws Section 450.1415
  (1) Unless a greater or lesser quorum is provided in the articles of incorporation, in a bylaw adopted by the shareholders or incorporators, or...
• Proxy; Expiration; Means; Use of Reproduction of Writing or Transmission; Revocability; Incompetence or Death of Shareholder - Mich. Comp. Laws Section 450.1421
  (1) A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize other persons...
• Irrevocable Proxy - Mich. Comp. Laws Section 450.1422
  A proxy which is entitled "irrevocable proxy", and which states that it is irrevocable, is irrevocable when it is held by any of the...
• Revocable Proxy - Mich. Comp. Laws Section 450.1423
  (1) A proxy becomes revocable, notwithstanding a provision making it irrevocable, after the pledge is redeemed or the security interest is terminated, or the...
• Inspectors At Shareholders' Meetings - Mich. Comp. Laws Section 450.1431
  (1) If the bylaws require inspectors at a shareholders' meeting, the requirement is waived unless compliance therewith is requested by a shareholder present in...
• Procedure Recognizing Beneficial Owner of Shares as Shareholder - Mich. Comp. Laws Section 450.1432
  (1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is...
• Voting by Shareholders - Mich. Comp. Laws Section 450.1441
  (1) Each outstanding share is entitled to 1 vote on each matter submitted to a vote of the shareholders, unless otherwise provided in the...
• Voting as a Class or Series - Mich. Comp. Laws Section 450.1442
  (1) The articles of incorporation may provide that a class or series of shares shall vote as a class or series to authorize any...
• Voting Shares Standing in Name of Another Corporation; Voting Pledged Shares - Mich. Comp. Laws Section 450.1444
  (1) Shares standing in the name of another domestic or foreign corporation, whether or not the corporation is subject to this act, may be...
• Voting Shares Held by Representatives or Fiduciaries - Mich. Comp. Laws Section 450.1445
  (1) Shares held by a person in a representative or fiduciary capacity may be voted by him without a transfer of the shares into...
• Voting by Joint Tenants or Tenants in Common - Mich. Comp. Laws Section 450.1446
  Shares held by 2 or more persons as joint tenants or as tenants in common may be voted at a meeting of shareholders by...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Voting Shares Owned by Second Corporation - Mich. Comp. Laws Section 450.1447a
  Absent an order of a court of competent jurisdiction based upon a determination that special circumstances exist and the best interests of the corporation...
• Voting of Redeemable Shares - Mich. Comp. Laws Section 450.1448
  After written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem the shares has...
• Cumulative Voting - Mich. Comp. Laws Section 450.1451
  The articles of incorporation may provide that a shareholder entitled to vote at an election for directors may vote, in person or by proxy,...
• Articles Control Where Voting Requirements Exceed Those of Act - Mich. Comp. Laws Section 450.1455
  With respect to an action to be taken by the shareholders, if the articles of incorporation require the vote or concurrence of the holders...
• Voting Agreements Between Shareholders - Mich. Comp. Laws Section 450.1461
  An agreement between 2 or more shareholders, if in writing and signed by the parties, may provide that in exercising voting rights, the shares...
• Repealed. 1997, Act 118, Imd. Eff. Oct. 24, 1997. - Mich. Comp. Laws
• Voting Trust Agreement; Certificates - Mich. Comp. Laws Section 450.1466
  A shareholder may confer upon a trustee the right to vote or otherwise represent his shares for not to exceed 10 years, by entering...
• Responsibility of Voting Trustee; Determination of Right to Vote and Manner of Voting - Mich. Comp. Laws Section 450.1467
  (1) A trustee who votes shares subject to a voting trust incurs no responsibility as shareholder, trustee or otherwise, except for his malfeasance. (2)...
• Extending Duration of Voting Trust Agreement - Mich. Comp. Laws Section 450.1468
  (1) At any time within 12 months before expiration of a voting trust agreement as originally fixed or as extended as herein provided, 1...
• Shares as Personal Property; Shares Transferable - Mich. Comp. Laws Section 450.1471
  The shares of a corporation are personal property and are transferable in accordance with article 8 of the uniform commercial code, 1962 PA 174,...
• Restriction on Transfer or Registration of Transfer of Bond or Share; Imposition; Enforcement - Mich. Comp. Laws Section 450.1472
  (1) A restriction on the transfer or registration of transfer of a bond or share of a corporation may be imposed by the articles...
• Permissible Restrictions on Transfer or Registration of Transfer of Bonds or Shares - Mich. Comp. Laws Section 450.1473
  In particular and without limitation of the generality of the power granted by subsection (1) of section 472 to impose restrictions, a restriction on...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Corporate Books, Records, and Minutes - Mich. Comp. Laws Section 450.1485
  A corporation shall keep books and records of account and minutes of the proceedings of its shareholders, board, and executive committee, if any. Unless...
• 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 - Mich. Comp. Laws Section 450.1487
  (1) Upon written request of a shareholder, a corporation shall mail to the shareholder its balance sheet as at the end of the preceding...
• Shareholder Agreement - Mich. Comp. Laws Section 450.1488
  (1) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though...
• Action by Shareholder - Mich. Comp. Laws Section 450.1489
  (1) A shareholder may bring an action in the circuit court of the county in which the principal place of business or registered office...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Definitions - Mich. Comp. Laws Section 450.1491a
  As used in this section and sections 492a to 497: (a) "Derivative proceeding" means a civil suit in the right of a domestic corporation...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Commencement of Derivative Proceeding by Shareholder; Criteria - Mich. Comp. Laws Section 450.1492a
  A shareholder may not commence or maintain a derivative proceeding unless the shareholder meets all of the following criteria: (a) The shareholder was a...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Commencement of Derivative Proceeding by Shareholder; Criteria - Mich. Comp. Laws Section 450.1493a
  A shareholder may not commence a derivative proceeding until all of the following have occurred: (a) A written demand has been made upon the...
• Stay of Derivative Proceeding; Condition - Mich. Comp. Laws Section 450.1494
  If the corporation commences an investigation of the allegations made in the demand or complaint, the court may stay any derivative proceeding for a...
• Dismissal of Derivative Proceeding; Determination - Mich. Comp. Laws Section 450.1495
  (1) The court shall dismiss a derivative proceeding if, on motion by the corporation, the court finds that 1 of the groups specified in...
• Discontinuance or Settlement of Derivative Proceeding; Judicial Approval; Notice; Expense - Mich. Comp. Laws Section 450.1496
  A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will...
• Termination of Derivative Proceeding; Order of Court - Mich. Comp. Laws Section 450.1497
  On termination of the derivative proceeding, the court may order 1 of the following: (a) The plaintiff to pay any of the defendant's reasonable...
• Management of Corporation; Qualifications of Director - Mich. Comp. Laws Section 450.1501
  The business and affairs of a corporation shall be managed by or under the direction of its board, except as otherwise provided in this...
• Number, Election, and Term of Directors; Resignation; Designation, Compensation, and Expenses of Independent Director; Communication of Independent Director With Shareholders - Mich. Comp. Laws Section 450.1505
  (1) The board shall consist of 1 or more members. The number of directors shall be fixed by, or in the manner provided in,...
• Division of Directors Into Classes; Terms of Directors in First, Second, or Third Class; Election - Mich. Comp. Laws Section 450.1506
  (1) The articles of incorporation or a bylaw adopted by the shareholders or incorporators may provide that in lieu of annual election of all...
• Removal of Directors by Shareholders - Mich. Comp. Laws Section 450.1511
  (1) The shareholders may remove 1 or more directors with or without cause unless the articles of incorporation provide that directors may be removed...
• Removal of Director by Court - Mich. Comp. Laws Section 450.1514
  (1) The circuit court of the county in which the principal place of business or registered office of the corporation is located may remove...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Filling Vacancy in Board - Mich. Comp. Laws Section 450.1515a
  (1) Unless otherwise limited by the articles of incorporation, if a vacancy, including a vacancy resulting from an increase in the number of directors,...
• Regular or Special Meetings of Board - Mich. Comp. Laws Section 450.1521
  (1) Regular or special meetings of a board may be held either in or outside this state. (2) A regular meeting may be held...
• Quorum; Majority Vote as Constituting Action of Board - Mich. Comp. Laws Section 450.1523
  (1) A majority of the members of the board then in office, or of the members of a committee of the board, constitutes a...
• Consent to Action of Board Without Meeting - Mich. Comp. Laws Section 450.1525
  Unless prohibited by the articles of incorporation or bylaws, action required or permitted to be taken under authorization voted at a meeting of the...
• Committees; Designation by Board; Membership; Absence or Disqualification of Member; Terms - Mich. Comp. Laws Section 450.1527
  (1) Unless otherwise provided in the articles of incorporation or bylaws, the board may designate 1 or more committees, each committee to consist of...
• Committees; Powers and Authority; Limitations; Subcommittees - Mich. Comp. Laws Section 450.1528
  (1) A committee designated under section 527, to the extent provided in a resolution of the board or in the bylaws, may exercise all...
• Submission of Matter to Shareholder Vote - Mich. Comp. Laws Section 450.1529
  A corporation may agree by contract to submit a matter to a vote of its shareholders even if, after initially approving the matter, the...
• Officers of Corporation; Election or Appointment; Holding 2 or More Offices; Authority and Duties - Mich. Comp. Laws Section 450.1531
  (1) The officers of a corporation shall consist of a president, secretary, treasurer, and, if desired, a chairman of the board, 1 or more...
• Removal or Resignation of Officers; Contract Rights - Mich. Comp. Laws Section 450.1535
  (1) An officer elected or appointed by the board may be removed by the board with or without cause. An officer elected by the...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Director or Officer; Manner of Discharging Duties; Reliance on Information, Opinions, Reports, or Statements; Action Against Director or Officer; Limitations - Mich. Comp. Laws Section 450.1541a
  (1) A director or officer shall discharge his or her duties as a director or officer including his or her duties as a member...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Interest of Director or Officer in Transaction; Compensation of Directors - Mich. Comp. Laws Section 450.1545a
  (1) A transaction in which a director or officer is determined to have an interest shall not, because of the interest, be enjoined, set...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Loan, Guaranty, or Assistance by Corporation to Director, Officer, or Employee - Mich. Comp. Laws Section 450.1548
  (1) A corporation may lend money to, guarantee an obligation of, or otherwise assist an officer or employee of the corporation or a subsidiary,...
• Liability of Directors for Corporate Actions; Liability of Shareholders Accepting or Receiving Share Dividend or Distribution - Mich. Comp. Laws Section 450.1551
  (1) Directors who vote for, or concur in, any of the following corporate actions are jointly and severally liable to the corporation for the...
• Rights of Director Against Whom Claim Is Successfully Asserted Under Mcl 450.1551 - Mich. Comp. Laws Section 450.1552
  (1) A director against whom a claim is successfully asserted under section 551 is entitled to contribution from the other directors who voted for,...
• Presumption of Concurrence by Director in Corporation Action; Effect of Dissent - Mich. Comp. Laws Section 450.1553
  A director who is present at a meeting of the board, or a committee thereof of which he is a member, at which action...
• Action Against Director or Shareholder; Limitation - Mich. Comp. Laws Section 450.1554
  An action against a director or shareholder for recovery upon a liability imposed by section 551 shall be commenced within 3 years after the...
• Indemnification of Certain Persons Generally - Mich. Comp. Laws Section 450.1561
  A corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to...
• Additional Provisions for Indemnification of Certain Persons - Mich. Comp. Laws Section 450.1562
  A corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to...
• Indemnification Against Actual and Reasonable Expenses - Mich. Comp. Laws Section 450.1563
  To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of an action,...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• 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 - Mich. Comp. Laws Section 450.1564a
  (1) Except as otherwise provided in subsection (5), an indemnification under section 561 or 562, unless ordered by the court or required under section...
• Payment or Reimbursement of Party in Advance of Final Disposition of Proceeding; Undertaking as Unlimited General Obligation; Evaluation of Reasonableness; Advancement of Expenses - Mich. Comp. Laws Section 450.1564b
  (1) A corporation may pay or reimburse the reasonable expenses incurred by a director, officer, employee, or agent of the corporation, or by a...
• Application for Indemnification to Court; Determination - Mich. Comp. Laws Section 450.1564c
  A director, officer, employee, or agent of the corporation who is a party or threatened to be made a party to an action, suit,...
• Limitation on Total Amount of Expenses Advanced or Indemnified; Duration of Indemnification; Elimination or Impairment - Mich. Comp. Laws Section 450.1565
  (1) The indemnification or advancement of expenses provided under sections 561 to 564c is not exclusive of other rights to which a person seeking...
• Liability Insurance - Mich. Comp. Laws Section 450.1567
  (1) A corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of...
• "corporation" Defined for Purposes of Mcl 450.1561 to 450.1567; "Business Organization" Defined - Mich. Comp. Laws Section 450.1569
  (1) For purposes of sections 561 to 567, "corporation" includes all constituent corporations absorbed in a consolidation or merger, any corporation converted into another...
• Definitions - Mich. Comp. Laws Section 450.1571
  For the purposes of sections 561 to 567: (a) "Fines" shall include any excise taxes assessed on a person with respect to an employee...
• General Power of Amendment - Mich. Comp. Laws Section 450.1601
  (1) A corporation may amend its articles of incorporation if the amendment contains only provisions that might lawfully be contained in original articles of...
• Specific Powers of Amendment - Mich. Comp. Laws Section 450.1602
  Without limiting the general power of amendment granted by section 601, a corporation may amend its articles of incorporation to do any of the...
• Articles of Incorporation; Amendment Procedure - Mich. Comp. Laws Section 450.1611
  (1) In addition to amendment under subsection (2) or (3), subject to subsection (7), either of the following may amend the articles of incorporation:...
• Class Vote on Amendment - Mich. Comp. Laws Section 450.1615
  (1) The holders of the outstanding shares of a class may vote as a class upon a proposed amendment, whether or not entitled to...
• Dissent of Shareholder to Amendment; Payment to Dissenting Shareholder - Mich. Comp. Laws Section 450.1621
  (1) A holder of adversely affected shares who does not vote for or consent in writing to a proposed amendment may dissent, pursuant to...
• Certificate of Amendment - Mich. Comp. Laws Section 450.1631
  (1) If an amendment to the articles of incorporation is made as under section 611(1)(a), a certificate of amendment signed by a majority of...
• Adoption of Restated Articles of Incorporation; Amendment - Mich. Comp. Laws Section 450.1641
  (1) A corporation may integrate into a single instrument the provisions of its articles of incorporation that are then in effect and operative, as...
• Designation and Contents of Restated Articles; Omission - Mich. Comp. Laws Section 450.1642
  (1) Restated articles of incorporation must meet all of the following, as applicable: (a) Include the designation "restated articles of incorporation" in the heading....
• Signing and Filing Restated Articles; Execution; Original Articles Superseded; Status of Restated Articles - Mich. Comp. Laws Section 450.1643
  (1) Restated articles of incorporation adopted under section 641(2)(a) shall be signed by the majority of incorporators and filed in accordance with section 131....
• Abandonment of Amendment; Certificate of Abandonment - Mich. Comp. Laws Section 450.1651
  Before the effective date of an amendment to the articles of incorporation for which shareholder approval is required by this act, the amendment may...
• Merger of Domestic Corporations; Adoption and Contents of Plan of Merger - Mich. Comp. Laws Section 450.1701
  (1) Two or more domestic corporations may merge into 1 of the corporations pursuant to a plan of merger approved in the manner provided...
• Plan of Share Exchange; Approval; Contents; Power of Corporation Not Limited - Mich. Comp. Laws Section 450.1702
  (1) A corporation may acquire all of the outstanding shares of 1 or more classes or series of another corporation pursuant to a plan...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Plan of Merger or Share Exchange; Approval - Mich. Comp. Laws Section 450.1703a
  (1) A plan of merger or share exchange adopted by the board of each constituent corporation shall, except as provided in subsection (2)(e) and...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Merger With Domestic or Foreign Corporation; Execution of Certificate by Incorporators; Compliance - Mich. Comp. Laws Section 450.1706
  (1) A domestic corporation that has not commenced business, has not issued any shares, and has not elected a board may merge with any...
• Certificate of Merger or Share Exchange - Mich. Comp. Laws Section 450.1707
  (1) After a plan of merger or share exchange is approved, a certificate of merger or share exchange shall be executed and filed on...
• 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 - Mich. Comp. Laws Section 450.1711
  (1) A domestic corporation owning not less than 90% of the outstanding shares of each class of another domestic corporation or corporations may merge...
• Merger of Parent and Subsidiary Corporations; Certificate of Merger - Mich. Comp. Laws Section 450.1712
  (1) After a plan of merger is adopted as provided in section 711, a certificate of merger shall be executed and filed on behalf...
• Merger of Parent and Subsidiary Corporations; Approval of Shareholders - Mich. Comp. Laws Section 450.1713
  (1) Approval by shareholders of a subsidiary corporation shall be obtained pursuant to its articles of incorporation, if the articles require approval of a...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Merger; Applicable Provisions; Share Exchange - Mich. Comp. Laws Section 450.1724
  (1) When a merger takes effect, all of the following apply: (a) Every other corporation party to the merger merges into the surviving corporation...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Foreign Corporations and Domestic Corporations; Merger or Share Exchange; Compliance; Liability; Power of Foreign Corporation Not Limited - Mich. Comp. Laws Section 450.1735
  (1) One or more foreign corporations may merge or enter into a share exchange with 1 or more domestic corporations if all of the...
• Merger of Domestic Corporation With Business Organization - Mich. Comp. Laws Section 450.1736
  (1) As used in this section: (a) "Business organization" means a domestic or foreign limited liability company, limited partnership, general partnership, or any other...
• Abandonment of Merger or Share Exchange - Mich. Comp. Laws Section 450.1741
  At any time before the effective date of a certificate of merger or share exchange, the merger or share exchange may be abandoned, subject...
• Conversion of Domestic Corporation Into Business Organization; Requirements; "Business Organization" and "Entity" Defined - Mich. Comp. Laws Section 450.1745
  (1) A domestic corporation may convert into a business organization if all of the following requirements are satisfied: (a) The conversion is permitted by...
• Conversion of Business Organization Into Domestic Corporation; Requirements - Mich. Comp. Laws Section 450.1746
  (1) A business organization may convert into a domestic corporation if all of the following requirements are satisfied: (a) The conversion is permitted by...
• Disposition of Corporate Property and Assets; Approval by Shareholders - Mich. Comp. Laws Section 450.1751
  (1) A corporation may take any of the following actions upon the terms and conditions and for a consideration, which may consist in whole...
• 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 - Mich. Comp. Laws Section 450.1753
  (1) Except as provided in section 751, a corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property...
• Rights of Shareholders - Mich. Comp. Laws Section 450.1754
  Shareholders of a corporation that proposes to issue, directly or through a subsidiary, its shares, obligations, or securities in the course of a merger,...
• Definitions - Mich. Comp. Laws Section 450.1761
  As used in sections 762 to 774: (a) "Beneficial shareholder" means the person who is a beneficial owner of shares held by a nominee...
• Right of Shareholder to Dissent and Obtain Payment for Shares - Mich. Comp. Laws Section 450.1762
  (1) A shareholder is entitled to dissent from, and obtain payment of the fair value of his, her, or its shares in the event...
• Rights of Partial Dissenter; Assertion of Dissenters' Rights by Beneficial Shareholder - Mich. Comp. Laws Section 450.1763
  (1) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his or her name only if he...
• Corporate Action Creating Dissenters' Rights; Vote of Shareholders; Notice - Mich. Comp. Laws Section 450.1764
  (1) If proposed corporate action creating dissenters' rights under section 762 is submitted to a vote at a shareholders' meeting, the meeting notice must...
• Notice of Intent to Demand Payment for Shares - Mich. Comp. Laws Section 450.1765
  (1) If proposed corporate action creating dissenters' rights under section 762 is submitted to a vote at a shareholders' meeting, a shareholder who wishes...
• Dissenters' Notice; Delivery to Shareholders; Contents - Mich. Comp. Laws Section 450.1766
  (1) If proposed corporate action creating dissenters' rights under section 762 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters'...
• Duties of Shareholder Sent Dissenter's Notice; Retention of Rights; Failure to Demand Payment or Deposit Share Certificates - Mich. Comp. Laws Section 450.1767
  (1) A shareholder sent a dissenter's notice described in section 766 must demand payment, certify whether he or she acquired beneficial ownership of the...
• Restriction on Transfer of Shares Without Certificates; Retention of Rights - Mich. Comp. Laws Section 450.1768
  (1) The corporation may restrict the transfer of shares without certificates from the date the demand for their payment is received until the proposed...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Payment by Corporation to Dissenter; Accompanying Documents - Mich. Comp. Laws Section 450.1769
  (1) Except as provided in section 771, within 7 days after the proposed corporate action is taken or a payment demand is received, whichever...
• Return of Deposited Certificates and Release of Transfer Restrictions; Effect of Corporation Taking Proposed Action - Mich. Comp. Laws Section 450.1770
  (1) If the corporation does not take the proposed action within 60 days after the date set for demanding payment and depositing share certificates,...
• Election to Withhold Payment From Dissenter; Offer to Pay Estimated Fair Value of Shares, Plus Accrued Interest; Statements; Explanation - Mich. Comp. Laws Section 450.1771
  (1) A corporation may elect to withhold payment required by section 769 from a dissenter unless he or she was the beneficial owner of...
• Demand for Payment of Dissenter's Estimate or Rejection of Corporation's Offer and Demand for Payment of Fair Value and Interest Due; Waiver - Mich. Comp. Laws Section 450.1772
  (1) A dissenter may notify the corporation in writing of his or her own estimate of the fair value of his or her shares...
• 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 - Mich. Comp. Laws Section 450.1773
  (1) If a demand for payment under section 772 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment...
• Referee; Appointment; Powers; Compensation; Duties; Objections to Report; Application to Court for Action; Adoption, Modification, or Recommitment of Report; Further Evidence; Judgment; Review - Mich. Comp. Laws Section 450.1773a
  (1) In a proceeding brought pursuant to section 773, the court may, pursuant to the agreement of the parties, appoint a referee selected by...
• Costs of Appraisal Proceeding - Mich. Comp. Laws Section 450.1774
  (1) The court in an appraisal proceeding commenced under section 773 shall determine all costs of the proceeding, including the reasonable compensation and expenses...
• Meanings of Words and Phrases; Inconsistent Provisions - Mich. Comp. Laws Section 450.1775
  (1) For purposes of this chapter, the words and phrases in sections 776, 777, 778, and 779 have the meanings ascribed to them in...
• Definitions; A, B - Mich. Comp. Laws Section 450.1776
  (1) "Affiliate" or "affiliated person" means a person that directly, or indirectly through 1 or more intermediaries, controls, is controlled by, or is under...
• Definitions; C, D - Mich. Comp. Laws Section 450.1777
  (1) "Common stock" means any stock other than preferred or preference stock. (2) "Control", "controlling", "controlled by", or "under common control with" means the...
• Definitions; E to S - Mich. Comp. Laws Section 450.1778
  (1) "Equity security" means any 1 of the following: (a) Any stock or similar security, certificate of interest, or participation in any profit sharing...
• Definitions; V - Mich. Comp. Laws Section 450.1779
  (1) "Valuation date" means: (a) In a business combination voted upon by shareholders, the day prior to the date of the shareholders vote or...
• Advisory Statement and Approval - Mich. Comp. Laws Section 450.1780
  In addition to any vote otherwise required by law or the articles of the corporation, a business combination shall require an advisory statement from...
• Conditions for Inapplicability of Vote to Business Combination; Inapplicability of Certain Provisions - Mich. Comp. Laws Section 450.1781
  (1) The vote required by section 780 shall not apply to a business combination if each of the following conditions are met: (a) The...
• Applicability of Mcl 450.1780; Resolution - Mich. Comp. Laws Section 450.1782
  (1) Whether or not a business combination is authorized or consummated in whole or in part after the effective date of this chapter or...
• Applicability of Mcl 450.1780; Interested Shareholder; Resolution; Election - Mich. Comp. Laws Section 450.1783
  (1) Unless the articles or bylaws of a corporation specifically provide otherwise, the requirements of section 780 shall not apply to business combinations of...
• Certain Business Corporations Excepted From Requirements of Mcl 450.1780; Shareholders Considered as Single Beneficial Owner - Mich. Comp. Laws Section 450.1784
  (1) Unless a corporation's articles of incorporation provide otherwise, the requirements of section 780 do not apply to any business combination of any of...
• Repealed. 2008, Act 402, Imd. Eff. Jan. 6, 2009. - Mich. Comp. Laws
• Methods of Dissolution - Mich. Comp. Laws Section 450.1801
  (1) A corporation may be dissolved in any of the following ways: (a) Automatically by expiration of a period of duration to which the...
• Conditions to Dissolution by Incorporators or Directors; Certificate of Dissolution - Mich. Comp. Laws Section 450.1803
  (1) A corporation may be dissolved by action of its incorporators or directors, if the corporation complies with all of the following conditions: (a)...
• Dissolution by Action of Board and Shareholders; Certificate of Dissolution - Mich. Comp. Laws Section 450.1804
  (1) A corporation may be dissolved by action of its board and shareholders as provided in this section. (2) A corporation's board may propose...
• Dissolution; Execution and Filing Certificate - Mich. Comp. Laws Section 450.1805
  Dissolution pursuant to an agreement under section 488 is effected by executing and filing a certificate of dissolution on behalf of the corporation, stating...
• Certificate of Dissolution; Filing; Time of Effectiveness; Conditions; Date Stamp as Evidence - Mich. Comp. Laws Section 450.1806
  (1) A certificate of dissolution filed with the administrator is effective at the time the certificate is first received by the administrator, not the...
• Revocation of Dissolution Proceedings; Certificate of Revocations - Mich. Comp. Laws Section 450.1811
  (1) Dissolution proceedings commenced pursuant to section 488 or 804 may be revoked before complete distribution of assets, if a proceeding pursuant to section...
• Renewal of Corporate Existence; Manner - Mich. Comp. Laws Section 450.1815
  A corporation whose term has expired may renew its corporate existence, if a proceeding pursuant to section 851 is not pending, in the following...
• Effective Date of Revocation of Dissolution or Renewal of Corporate Existence; Accrued Penalty or Liability Unaffected; Adoption of Corporate Name; Rights of Corporation - Mich. Comp. Laws Section 450.1817
  (1) When the certificate of revocation of dissolution or of renewal of existence is filed, the revocation of the dissolution proceedings or the renewal...
• Action by Attorney General for Dissolution; Grounds - Mich. Comp. Laws Section 450.1821
  (1) The attorney general may bring an action in the circuit court of the county in which the principal place of business or registered...
• Action by Director or Shareholder for Dissolution; Judgment; Proof - Mich. Comp. Laws Section 450.1823
  A corporation may be dissolved by a judgment entered in an action brought in the circuit court of the county in which the principal...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Occurrences Dissolving Corporation - Mich. Comp. Laws Section 450.1831
  A corporation is dissolved when any of the following occurs: (a) The period of duration stated in the corporation's articles of incorporation expires. (b)...
• Corporate Existence Continued for Purpose of Winding Up Affairs - Mich. Comp. Laws Section 450.1833
  Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall not carry on business except for the...
• Functions of Dissolved Corporation and Its Officers, Directors, and Shareholders Continued - Mich. Comp. Laws Section 450.1834
  Subject to section 833 and except as otherwise provided by court order, a dissolved corporation, its officers, directors and shareholders shall continue to function...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Notice to Existing Claimants of Dissolution; Contents; Notice as Recognition of Validity of Claim; Conditions Barring Claim; "existing Claim" Defined; Effective Date of Notice - Mich. Comp. Laws Section 450.1841a
  (1) The dissolved corporation may notify its existing claimants in writing of the dissolution at any time after the effective date of the dissolution....
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Publication of Notice of Dissolution; Requirements; Claimants Commencing Proceedings Within 1 Year of Notice - Mich. Comp. Laws Section 450.1842a
  (1) A dissolved corporation may also publish notice of dissolution at any time after the effective date of dissolution and request that persons with...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Judicial Supervision of Corporate Affairs and Liquidation of Assets; Permitting Creditor to File Claim or Commence Proceeding - Mich. Comp. Laws Section 450.1851
  (1) After a corporation has been dissolved in any manner, the corporation, a creditor, or a shareholder may apply at any time to the...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Provision for Debts, Obligations, and Liabilities; Distribution of Remaining Assets - Mich. Comp. Laws Section 450.1855a
  Before making a distribution of assets to shareholders in dissolution, a corporation shall pay or make provision for its debts, obligations, and liabilities. Compliance...
• Implementation of Judicially Confirmed Plan of Reorganization - Mich. Comp. Laws Section 450.1861
  A corporation for which a plan of reorganization has been confirmed by the judgment of a court of competent jurisdiction pursuant to any applicable...
• Powers of Corporation Under Judicially Confirmed Plan of Reorganization - Mich. Comp. Laws Section 450.1862
  (1) The corporation, in the manner provided in section 861 but without limiting the generality or effect of that section, may amend or repeal...
• Certificate or Document Filed or Recorded Pursuant to Plan of Reorganization - Mich. Comp. Laws Section 450.1863
  A certificate or other document required or permitted by law to be filed or recorded to accomplish any corporate purpose, sought to be accomplished...
• Additional Certificate or Document Filed to Conform to Plan of Reorganization as Finally Confirmed; Effect of Filing; Fees - Mich. Comp. Laws Section 450.1864
  (1) If after the filing of a certificate or other document the order of confirmation of the plan of reorganization is reversed or vacated...
• Financial Report - Mich. Comp. Laws Section 450.1901
  (1) Each domestic corporation at least once in each year shall cause a financial report of the corporation for the preceding fiscal year to...
• Annual Report; Filing Date; Contents; Exception; Information Unchanged - Mich. Comp. Laws Section 450.1911
  (1) A domestic corporation and each foreign corporation subject to chapter 10 shall file a report with the administrator no later than May 15...
• Destruction or Disposition of Corporate Documents by County Clerk - Mich. Comp. Laws Section 450.1913
  The county clerk may destroy the copies of the corporate documents of a domestic or foreign corporation which were forwarded to his or her...
• Repealed. 2003, Act 106, Imd. Eff. July 24, 2003. - Mich. Comp. Laws
• Neglecting or Refusing to File Report or Pay Fee; Penalty; Exception; Waiver - Mich. Comp. Laws Section 450.1921
  (1) If a domestic or foreign corporation neglects or refuses to file a report or pay a fee required by this act within the...
• 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 - Mich. Comp. Laws Section 450.1922
  (1) If a domestic corporation neglects or refuses to file any annual report or pay any annual filing fee or a penalty added to...
• Extension of Time for Filing Report; Report to Attorney General; Action for Imposition of Penalties; Notice of Failure to File Report - Mich. Comp. Laws Section 450.1923
  (1) If good cause is shown, the administrator may extend the time for filing a report for not more than 1 year from the...
• Annual Reports Due or Deficient; Penalties and Interest - Mich. Comp. Laws Section 450.1924
  Annual reports due or deficient prior to the date of this amendatory act shall be subject to the penalties and interest in effect at...
• Renewal of Corporate Existence or Certificate of Authority by Filing Reports and Paying Fees and Penalties; Adoption of Corporate Name; Effect of Compliance - Mich. Comp. Laws Section 450.1925
  (1) A domestic corporation which has been dissolved under subsection (1) of section 922, or a foreign corporation whose certificate of authority has been...
• Wilful False Statement in Report; Penalty - Mich. Comp. Laws Section 450.1931
  If a domestic or foreign corporation which is required to file a report as provided in section 911 wilfully makes a false statement in...
• False or Fraudulent Report, Certificate, or Statement; Falsification or Alteration of Books, Records, or Accounts; Penalties - Mich. Comp. Laws Section 450.1932
  (1) A person who knowingly makes or files or a person who knowingly assists in the making or filing of a false or fraudulent...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Foreign Corporation Transacting Business in State on Effective Date of Act - Mich. Comp. Laws Section 450.2001
  A foreign corporation which is authorized to transact business in this state on the effective date of this act, for a purpose for which...
• Foreign Corporation With Certificate of Authority - Mich. Comp. Laws Section 450.2002
  (1) A foreign corporation that receives a certificate of authority under this act, until a certificate of revocation or of withdrawal is issued under...
• Foreign Corporation Without Certificate of Authority - Mich. Comp. Laws Section 450.2003
  A foreign corporation which transacts business in this state without a certificate of authority under this act is subject to the same duties, restrictions,...
• Certificate of Authority as Prerequisite to Transacting Business; Scope of Authority - Mich. Comp. Laws Section 450.2011
  A foreign corporation shall not transact business in this state until it has procured a certificate of authority to transact business from the administrator....
• Activities Not Constituting Transaction of Business; Applicability of Section - Mich. Comp. Laws Section 450.2012
  (1) Without excluding other activities which may not constitute transacting business in this state, a foreign corporation is not considered to be transacting business...
• Loans - Mich. Comp. Laws Section 450.2013
  A foreign corporation may acquire or, through another person entitled to transact business in this state, may make loans, or participations or interests therein,...
• Applicability of Mcl 450.2001 to 450.2055 - Mich. Comp. Laws Section 450.2014
  (1) Sections 1001 through 1055 shall apply to all of the following: (a) A foreign corporation organized not for pecuniary profit. (b) A foreign...
• Certificate of Authority to Transact Business; Application; Filing; Contents - Mich. Comp. Laws Section 450.2015
  To procure a certificate of authority to transact business in this state, a foreign corporation shall file with the administrator an application setting forth...
• Foreign Corporation; Application; Attaching Certificate of Good Standing; Fees; Issuance of Certificate of Authority; Duration of Authority - Mich. Comp. Laws Section 450.2016
  (1) A certificate setting forth that the corporation is in good standing under the laws of the jurisdiction of its incorporation, executed by the...
• Foreign Corporation; Amended Application; Conditions; Contents; Corporation as Survivor of Merger or Conversion; Increase in Authorized Shares - Mich. Comp. Laws Section 450.2021
  (1) Except as otherwise provided in this section, if a foreign corporation authorized to transact business in this state changes its corporate name, enlarges,...
• Repealed. 1993, Act 91, Eff. Oct. 1, 1993. - Mich. Comp. Laws
• Application for Withdrawal From State - Mich. Comp. Laws Section 450.2031
  A foreign corporation authorized to transact business in this state may withdraw from this state upon receiving from the administrator a certificate of withdrawal....
• Issuance and Effect of Certificate of Withdrawal - Mich. Comp. Laws Section 450.2032
  Upon filing the application for withdrawal, and payment of the filing fee prescribed by law, the administrator shall issue to the foreign corporation a...
• Information Required to Be Filed on Dissolution, Termination, Merger, Conversion, or Consolidation; Assessment of Unpaid Fees; Certificate of Withdrawal; "Business Organization" Defined - Mich. Comp. Laws Section 450.2035
  (1) If a foreign corporation authorized to transact business in this state is dissolved, or its authority or existence is otherwise terminated or canceled...
• Certificate of Authority; Grounds for Revocation - Mich. Comp. Laws Section 450.2041
  Subject to section 1042, in addition to any other ground for revocation provided by law, the administrator may revoke the certificate of authority of...
• Certificate of Authority; Revocation; Notice; Certificate of Revocation; Effect - Mich. Comp. Laws Section 450.2042
  (1) The administrator shall revoke a certificate of authority of a foreign corporation only if he or she has given the foreign corporation not...
• Action or Proceeding by or Against Foreign Corporation Without Certificate of Authority; Order of Dismissal; Recommencement of Action; Validity of Corporate Contracts or Acts - Mich. Comp. Laws Section 450.2051
  (1) A foreign corporation transacting business in this state without a certificate of authority shall not maintain an action or proceeding in any court...
• Penalty for Transacting Business Without Certificate of Authority - Mich. Comp. Laws Section 450.2055
  In addition to any other liability imposed by law, a foreign corporation transacting business in this state without a certificate of authority shall forfeit...
• Registration of Corporate Name by Foreign Corporation Not Authorized to Transact Business in State; Filing; Duration; Notice; Renewal - Mich. Comp. Laws Section 450.2056
  (1) Any foreign corporation not authorized to transact business in this state and not required to be authorized to transact business in this state...
• Fees - Mich. Comp. Laws Section 450.2060
  (1) The fees a person shall pay to the administrator when the documents described in this subsection are delivered to him or her for...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• 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 - Mich. Comp. Laws Section 450.2062
  (1) A domestic corporation or cooperative association, organized for profit, or a domestic regulated investment company, at the time of filing its articles of...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• "regulated Investment Company" Defined - Mich. Comp. Laws Section 450.2064
  A regulated investment company, for purposes of this act, means any domestic or foreign corporation or association, common law or statutory trust, under whatever...
• Repeals - Mich. Comp. Laws Section 450.2098
  The following acts and parts of acts are repealed: (a) Act No. 226 of the Public Acts of 1885, being sections 450.351 to 450.354...
• Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Mich. Comp. Laws
• Short Title - Mich. Comp. Laws Section 450.2101
  This act shall be known and may be cited as the "nonprofit corporation act".
• Construction and Application of Act - Mich. Comp. Laws Section 450.2103
  This act shall be liberally construed and applied to promote its underlying purposes and policies which include: (a) To simplify, clarify, and modernize the...
• Definitions Generally - Mich. Comp. Laws Section 450.2104
  The definitions contained in sections 105 to 110 shall control only in the interpretation of this act, unless the context otherwise requires.
• Definitions; A, B - Mich. Comp. Laws Section 450.2105
  (1) "Administrator" means the director of commerce or the head of any other agency or department authorized by law to administer this act, or...
• Definitions; C to E - Mich. Comp. Laws Section 450.2106
  (1) "Charitable purpose corporation" means a nonprofit corporation that meets any of the following: (a) Is exempt or qualifies for exemption under section 501(c)(3)...
• Definitions; F to I - Mich. Comp. Laws Section 450.2107
  (1) "Foreign business corporation" means a corporation for profit organized under laws other than the laws of this state, which includes in its purposes...
• Definitions; M to P - Mich. Comp. Laws Section 450.2108
  (1) "Member" means a person having a membership in a corporation in accordance with the provisions of its articles of incorporation or bylaws. (2)...
• Definitions; S - Mich. Comp. Laws Section 450.2109
  "Shares" means the units into which interests of shareholders in a corporation are divided.
• Definitions; T, V - Mich. Comp. Laws Section 450.2110
  (1) "Treasury shares" means shares which have been issued, have been subsequently acquired by a corporation, and have not been canceled. Treasury shares are...
• Corporations to Which Act Applicable; Corporation Organized Under Predecessor Act - Mich. Comp. Laws Section 450.2121
  (1) Except as otherwise provided in this act or by other law, this act applies to all of the following: (a) Every domestic corporation...
• Statutory Reference to Repealed Act as Reference to This Act; Statutes Not Applicable to Corporation. - Mich. Comp. Laws
• Applicability to Corporation Organized Under Other Act Not Repealed by This Act; Organizations to Which Act Inapplicable. - Mich. Comp. Laws
• Requirements of Other Acts Not Modified; Compliance; Inconsistency Between Acts - Mich. Comp. Laws Section 450.2124
  (1) This act does not modify the requirements of the following: (a) The supervision of trustees for charitable purposes act, 1961 PA 101, MCL...
• Applicability to Commerce With Foreign Nations and Among Several States, and to Corporations Formed by Act of Congress - Mich. Comp. Laws Section 450.2125
  This act applies to commerce with foreign nations and among the several states and to corporations formed by or under any act of congress,...
• Effect of Act on Existing Corporation, Cause of Action, Liability, Penalty, Action, or Special Proceeding - Mich. Comp. Laws Section 450.2127
  (1) Except as provided in section 261(3), this act does not affect the duration of a corporation which exists on the effective date of...
• Supplementation, Alteration, Amendment, or Repeal of Act by Legislature - Mich. Comp. Laws Section 450.2129
  This act may be supplemented, altered, amended, or repealed by the legislature and every corporation, domestic or foreign, to which this act applies is...
• Submission of Documents; Delivery; Endorsement; Indexing; Preparing and Returning Copy or Original; Public Inspection; Maintenance of Records and Files; Effective Date of Document; Fees - Mich. Comp. Laws Section 450.2131
  (1) A document required or permitted to be filed under this act shall be submitted by delivering the document to the administrator together with...
• English Language; Numbers; Articles of Foreign Corporation; Signatures; Contents of Documents - Mich. Comp. Laws Section 450.2132
  (1) A document filed with the administrator shall be in the English language, except that the corporate name need not be in the English...
• Correction of Document; Certificate; Effective Date of Corrected Document - Mich. Comp. Laws Section 450.2133
  If a document relating to a domestic or foreign corporation filed with the administrator under this act is an inaccurate record of the corporation...
• Taking Action Without Notice and Without Lapse of Prescribed Period of Time; Waiver - Mich. Comp. Laws Section 450.2141
  When, under this act or the articles of incorporation or bylaws of a corporation or by the terms of an agreement or instrument, a...
• Dispensing With Notice or Communication to Person With Whom Communication Unlawful; Affidavit, Certificate, or Other Instrument - Mich. Comp. Laws Section 450.2142
  When a notice or communication is required to be given to a person by this act, by the articles of incorporation or bylaws, or...
• Giving Notice or Communication by Mail; Electronic Transmission as Written Notice - Mich. Comp. Laws Section 450.2143
  (1) When a notice or communication is required or permitted by this act to be given by mail, it shall be mailed, except as...
• 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 - Mich. Comp. Laws Section 450.2151
  (1) If the administrator refuses to promptly file a document, other than an annual report, submitted for filing under this act, the administrator shall...
• Incorporators; Signing and Filing Articles of Incorporation - Mich. Comp. Laws Section 450.2201
  (1) One or more persons may be the incorporators of a corporation by signing in ink and filing articles of incorporation for the corporation....
• Articles of Incorporation; Contents - Mich. Comp. Laws Section 450.2202
  The articles of incorporation shall contain: (a) The name of the corporation. (b) The purposes for which the corporation is organized. It shall not...
• Articles of Incorporation; Provision Pertaining to Proposed Compromise or Arrangement or Reorganization Between Corporation and Creditors or Shareholders - Mich. Comp. Laws Section 450.2204
  The articles of incorporation may contain the following provision or the substance thereof: When a compromise or arrangement or a plan of reorganization of...
• 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 - Mich. Comp. Laws Section 450.2205
  (1) When the provision of section 204 is included in the original articles of incorporation of a corporation, all persons who become creditors, shareholders,...
• Articles of Incorporation; Additional Provisions - Mich. Comp. Laws Section 450.2209
  The articles of incorporation may contain any provision consistent with any of the following: (a) A provision regarding the management of the corporation or...
• Corporate Name - Mich. Comp. Laws Section 450.2212
  (1) The corporate name of a corporation formed or existing under or subject to this act: (a) Shall not contain a word or phrase,...
• Assuming Name That Implies Corporation Is Banking Corporation, Insurance or Surety Company, or Trust Company Prohibited - Mich. Comp. Laws Section 450.2213
  A corporation formed or existing under or subject to this act shall not assume a name which implies that it is a banking corporation,...
• Reservation of Right to Use Corporate Name; Application; Duration; Expiration; Extension; Transfer of Right to Exclusive Use of Reserved Corporate Name - Mich. Comp. Laws Section 450.2215
  (1) A person may reserve the right to use of a corporate name by executing and filing an application to reserve the name. If...
• 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 - Mich. Comp. Laws Section 450.2217
  Except as otherwise prohibited by law, a domestic or foreign corporation may conduct its affairs under any assumed name or names other than its...
• Corporate Existence to Begin on Effective Date of Articles; Filing as Conclusive Evidence That Conditions Precedent Fulfilled and Corporation Organized; Exception - Mich. Comp. Laws Section 450.2221
  The corporate existence shall begin on the effective date of the articles of incorporation as provided in section 131. Filing is conclusive evidence that...
• Selection of Board and Adoption of Bylaws; First Meeting; Notice; Quorum; Transaction of Business - Mich. Comp. Laws Section 450.2223
  Before or after filing of the articles of incorporation a majority of the incorporators at a meeting or by written instrument, shall select a...
• Bylaws; Adoption; Amendment or Repeal; Contents - Mich. Comp. Laws Section 450.2231
  (1) Except if the power to adopt, amend, or repeal the bylaws is reserved exclusively to the corporation's shareholders, its members, or its board...
• Registered Office; Resident Agent - Mich. Comp. Laws Section 450.2241
  Each domestic corporation and each foreign corporation authorized to conduct affairs in this state shall have and continuously maintain in this state: (a) A...
• Change of Registered Office or Resident Agent; Statement - Mich. Comp. Laws Section 450.2242
  A domestic corporation or a foreign corporation authorized to conduct affairs in this state may change its registered office or change its resident agent,...
• Resident Agent; Resignation; Notice; Appointment of Successor; Termination of Appointment of Resigning Agent - Mich. Comp. Laws Section 450.2243
  A resident agent of a domestic or foreign corporation may resign by filing a written notice of resignation with the president or a vice-president...
• 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 - Mich. Comp. Laws Section 450.2246
  (1) The resident agent so appointed by a corporation is an agent of the corporation upon whom any process, notice, or demand required or...
• Corporate Purposes; Conduct of Lawful Activities During War or National Emergency - Mich. Comp. Laws Section 450.2251
  (1) Except if required by law to incorporate under another statute of this state, a corporation may be formed under this act for any...
• Corporate Powers; Inconsistency Between Certain Acts; Fixed Limitation or Term; Waiver of Right to Perpetual Existence; Nonprofit Power Corporation - Mich. Comp. Laws Section 450.2261
  (1) A corporation, subject to any limitation provided in this act, in any other statute of this state, in its articles of incorporation, or...
• 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 - Mich. Comp. Laws Section 450.2262
  (1) An association or society, not otherwise provided for here or by other statute, incorporated before January 1, 1983, and now existing, whose purpose...
• 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 - Mich. Comp. Laws Section 450.2271
  An act of a corporation and a transfer of real or personal property to or by a corporation, otherwise lawful, is not invalid because...
• Agreement to Pay Rate of Interest in Excess of Legal Rate; Defense of Usury Prohibited - Mich. Comp. Laws Section 450.2275
  A domestic or foreign corporation, whether or not formed at the request of a lender, may by agreement in writing, and not otherwise, agree...
• 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 - Mich. Comp. Laws Section 450.2301
  (1) A payment or distribution of any part of the assets, income, or profit of a corporation shall be in conformity with the purposes...
• Corporation Organized Upon Nonstock Basis - Mich. Comp. Laws Section 450.2302
  A corporation shall be organized upon a stock or nonstock basis. A corporation organized upon a nonstock basis shall be organized upon a membership...
• 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 - Mich. Comp. Laws Section 450.2303
  (1) A corporation organized upon a stock basis may issue the number of shares authorized in its articles of incorporation. Except as otherwise provided...
• 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 - Mich. Comp. Laws Section 450.2304
  (1) Except as otherwise provided in this act, the articles of incorporation or bylaws of a corporation organized upon a membership basis may prescribe...
• Corporation Organized Upon Directorship Basis; Members; Voting; Matters Subject to Action by Board of Directors - Mich. Comp. Laws Section 450.2305
  (1) A corporation organized upon a directorship basis may or may not have members. If a corporation organized upon a directorship basis has members,...
• 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 - Mich. Comp. Laws Section 450.2307
  (1) A subscription for shares or membership made before or after organization of a corporation is not enforceable unless in writing and signed by...
• Subscription for Shares or Membership; Payment; Installments; Call for Payment Ratable; Retention of Shares as Security for Performance by Subscriber - Mich. Comp. Laws Section 450.2308
  Unless otherwise provided in the subscription agreement: (a) A subscription for shares or for membership made before or after organization of a corporation, shall...
• Default in Payment of Amount Due Under Subscription Agreement; Rights and Duties of Corporation; Interpretation; Limiting and Adding to Rights and Remedies of Corporation - Mich. Comp. Laws Section 450.2309
  (1) In case of default in payment of an installment or call or other amount due under a subscription agreement, including an amount which...
• Rescission of Subscription Under Which Part of Shares Issued and in Which Security Interest Retained as Cancellation of Shares - Mich. Comp. Laws Section 450.2310
  Rescission by a corporation of a subscription under which a part of the shares subscribed for have been issued and in which the corporation...
• Fees or Dues Required as Condition of Shareholding or Membership; Fixing; Enforcement - Mich. Comp. Laws Section 450.2311
  A corporation may fix in the bylaws, or the bylaws may authorize the board to fix, an amount as fees or dues which shareholders...
• Issuance by Corporation Organized on Stock Basis of Shares for Fixed Consideration; Disposition of Treasury Shares - Mich. Comp. Laws Section 450.2312
  (1) Shares may be issued by a corporation organized on a stock basis for a consideration fixed by the board unless the articles of...
• 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 - Mich. Comp. Laws Section 450.2313
  (1) Except as otherwise provided in the articles of incorporation or the bylaws, corporations, business corporations, unincorporated associations, and partnerships and any other person...
• Consideration for Issuance of Shares; Rights and Privileges of Subscribers When Payment Received by Corporation; Value of Consideration; Fully Paid Shares Nonassessable - Mich. Comp. Laws Section 450.2315
  (1) The consideration for the issuance of shares may be paid, in whole or in part, in money or other property, tangible or intangible,...
• 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 - Mich. Comp. Laws Section 450.2317
  (1) A holder of or subscriber for shares or membership of a corporation is under no obligation to the corporation or its creditors to...
• Charges and Expenses of Organization or Reorganization; Sale or Underwriting Expenses and Compensation; Payment or Allowance - Mich. Comp. Laws Section 450.2327
  The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting...
• Representation of Shares by Certificates; Signatures of Officers and Seal - Mich. Comp. Laws Section 450.2331
  The shares of a corporation shall be represented by certificates signed by the chairperson of the board, vice-chairperson of the board, president, vice-president, treasurer,...
• Certificate Representing Shares; Required Statements - Mich. Comp. Laws Section 450.2332
  (1) A certificate representing shares shall state upon its face: (a) That the corporation is a nonprofit corporation formed under the laws of this...
• Lost or Destroyed Certificate; Issuance of New Certificate; Bond - Mich. Comp. Laws Section 450.2334
  A corporation may issue a new certificate for shares or fractional shares in place of a certificate theretofore issued by it, alleged to have...
• 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 - Mich. Comp. Laws Section 450.2338
  (1) A corporation may issue certificates for fractions of a share where necessary to effect share transfer, share distributions, or a reclassification, merger, consolidation,...
• Shares Redeemable Upon Occurrence of Specified Event or Events in Cash, Bonds, or Other Property; Classes; Sinking Fund for Redemption - Mich. Comp. Laws Section 450.2361
  A corporation may provide in its articles of incorporation for 1 or more classes of shares which are redeemable, in whole or in part,...
• Shares Redeemable At Option of Shareholders in Cash, Bonds, or Other Property; Classes; Amendment to Articles - Mich. Comp. Laws Section 450.2363
  A corporation may provide, in its original articles of incorporation or by an amendment approved by the holders of record of all outstanding shares,...
• Purchase or Redemption by Corporation of Own Shares Under Certain Conditions Prohibited - Mich. Comp. Laws Section 450.2365
  A corporation shall not purchase or redeem its own shares under any of the following conditions: (a) If the purchase or redemption is inconsistent...
• Cancellation of Shares Reacquired by Corporation; Retention of Reacquired Shares as Treasury Shares; Status of Cancelled Shares - Mich. Comp. Laws Section 450.2371
  (1) Shares that have been issued and have been purchased, redeemed, or otherwise reacquired by a corporation shall be canceled unless the articles of...
• Conferring Voting and Inspection Rights Upon Bond Holders; Signatures of Officers - Mich. Comp. Laws Section 450.2391
  (1) A corporation, in its articles of incorporation, may confer upon the holders of bonds issued or to be issued by it, rights to...
• Meetings of Shareholders or Members; Location - Mich. Comp. Laws Section 450.2401
  Meetings of shareholders or members may be held at a place within or without this state as provided in the bylaws. In the absence...
• 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 - Mich. Comp. Laws Section 450.2402
  An annual meeting of shareholders or members for election of directors and for such other business as may come before the meeting shall be...
• Special Meeting of Shareholders or Members; Court Order; Quorum - Mich. Comp. Laws Section 450.2403
  A special meeting of shareholders or members may be called by the board, or by officers, directors, shareholders, or members as provided in the...
• 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 - Mich. Comp. Laws Section 450.2404
  (1) Except as otherwise provided in this act, notice of the time, place, if any, and purposes of a meeting of shareholders or members...
• 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 - Mich. Comp. Laws Section 450.2405
  (1) A corporation may provide in its articles of incorporation or in its bylaws for a shareholder's or member's participation in a meeting of...
• Notice by Electronic Transmission - Mich. Comp. Laws Section 450.2406a
  In addition to any other form of notice to a shareholder or member permitted by the articles of incorporation, the bylaws, or this chapter,...
• Taking Corporate Action Without Meeting; Consent; Notice; Statement on Filed Certificate; Consent by Electronic Transmission - Mich. Comp. Laws Section 450.2407
  (1) The articles of incorporation may provide that any action required or permitted by this act to be taken at an annual or special...
• 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 - Mich. Comp. Laws Section 450.2411
  (1) For the purpose of determining shareholders or members entitled to notice of and to vote at a meeting of shareholders or members or...
• Making and Certifying List of Shareholders or Members Entitled to Vote At Meeting or Adjournment; Requirements; Noncompliance; Adjournment of Meeting; Validity of Action Taken - Mich. Comp. Laws Section 450.2413
  (1) The officer or agent having charge of the shareholder or membership records of a corporation shall make and certify a complete list of...
• Quorum; Continuing to Do Business Notwithstanding Withdrawal of Shareholders or Members; Adjournment of Meeting; Shareholders Entitled to Vote Separately - Mich. Comp. Laws Section 450.2415
  (1) Unless a greater or lesser quorum is provided in the articles of incorporation, in a bylaw adopted by the shareholders or members, or...
• Authorizing Person to Act for Shareholder or Member by Proxy; Signature; Duration; Revocability; Methods of Granting Authority; Use of Facsimile or Reproduction - Mich. Comp. Laws Section 450.2421
  (1) Except as otherwise provided in the articles of incorporation or in a bylaw adopted by the shareholders or members, a shareholder or member...
• Irrevocable Proxy - Mich. Comp. Laws Section 450.2422
  A proxy which is entitled "irrevocable proxy", and which states that it is irrevocable, is irrevocable when it is held by any of the...
• Revocability of Proxy - Mich. Comp. Laws Section 450.2423
  (1) A proxy becomes revocable, notwithstanding a provision making it irrevocable, after the pledge is redeemed, or the debt of the corporation is paid,...
• Inspectors At Shareholders' or Members' Meeting; Waiver; Appointment and Duties; Failure to Appoint; Vacancy; Report; Evidence - Mich. Comp. Laws Section 450.2431
  (1) If the bylaws require inspectors at a shareholders' or members' meeting, the requirement is waived unless compliance therewith is requested by a shareholder...
• Voting Generally - Mich. Comp. Laws Section 450.2441
  (1) Each outstanding share or member is entitled to 1 vote on each matter submitted to a vote, unless otherwise provided pursuant to section...
• Voting as Class - Mich. Comp. Laws Section 450.2442
  (1) The articles of incorporation may provide that a class of shares or members shall vote as a class to authorize any action, including...
• 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 - Mich. Comp. Laws Section 450.2443
  (1) The articles of incorporation or bylaws adopted by the members of a nonstock corporation may provide that members or a class or classes...
• Voting by Corporation or Business Corporation; Voting of Pledged Shares - Mich. Comp. Laws Section 450.2444
  (1) The vote of a shareholder or member which is a domestic corporation or domestic business corporation or foreign corporation or foreign business corporation,...
• Voting of Shares or Membership Held by Person in Representative or Fiduciary Capacity or Held Jointly by Fiduciaries - Mich. Comp. Laws Section 450.2445
  (1) The vote of shares or a membership held by a person in a representative or fiduciary capacity may be cast by that person...
• Voting of Shares or Membership Held by Joint Tenants or Tenants in Common - Mich. Comp. Laws Section 450.2446
  The vote of shares or a membership held by 2 or more persons as joint tenants or as tenants in common may be cast...
• Treasury Shares; Shares of Corporation Held by Another Corporation or Business Corporation; Voting - Mich. Comp. Laws Section 450.2447
  (1) Treasury shares shall not be voted on any matter nor deemed to be outstanding shares. (2) If a corporation holds shares sufficient to...
• Redemption of Shares; Voting - Mich. Comp. Laws Section 450.2448
  After written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem the shares has...
• Voting for Directors - Mich. Comp. Laws Section 450.2451
  The articles of incorporation may provide that a shareholder or member entitled to vote at an election for directors may vote, in person, by...
• Action Requiring Vote or Concurrence of Greater Proportion of Shares, Members, or Class Than Required by Act; Amendment of Articles - Mich. Comp. Laws Section 450.2455
  When, with respect to an action to be taken by the shareholders or members, the articles of incorporation require the vote or concurrence of...
• Agreement as to Voting Rights - Mich. Comp. Laws Section 450.2461
  An agreement between 2 or more shareholders or members, if in writing and signed by the parties thereto, may provide that in exercising voting...
• Shares as Personal Property; Transfer; Applicability of Mcl 440.8101 to 440.8601 - Mich. Comp. Laws Section 450.2471
  The shares of a corporation are personal property. Article 8 of the uniform commercial code, 1962 PA 174, MCL 440.8101 to 440.8601, applies to...
• Issuing or Delivering Unissued or Treasury Shares; Preemptive Rights - Mich. Comp. Laws Section 450.2481
  (1) Except as otherwise provided in the articles of incorporation or by agreement, a corporation may issue or deliver unissued or treasury shares without...
• Books, Records, and Minutes - Mich. Comp. Laws Section 450.2485
  A corporation shall keep books and records of account and minutes of the proceedings of its shareholders or members, board, and executive committee, if...
• Mailing Balance Sheet and Statements to Shareholder or Member Upon Request; Examination of Minutes and Records; Compelling Production of Books, Records, and Minutes; Extracts - Mich. Comp. Laws Section 450.2487
  (1) Upon written request of a shareholder or member, a corporation shall mail to the shareholder or member its balance sheet as at the...
• Action by Shareholder or Member in Right of Corporation to Procure Judgment; Allegations - Mich. Comp. Laws Section 450.2491
  (1) An action may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by a...
• Discontinuance, Compromise, or Settlement of Action Authorized by Mcl 450.2491; Approval; Notice; Expense; Award and Recovery - Mich. Comp. Laws Section 450.2492
  An action authorized by section 491 shall not be discontinued, compromised, or settled without approval by the court having jurisdiction of the action. If...
• 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 - Mich. Comp. Laws Section 450.2493
  (1) If an action brought in the right of the corporation is successful, in whole or in part, or if anything is received by...
• Management of Business and Affairs of Corporation by Board; Qualifications of Directors; Powers of Board - Mich. Comp. Laws Section 450.2501
  (1) The business and affairs of a corporation shall be managed by its board, except as otherwise provided in this act. A director need...
• Board of Directors; Minimum Age; Requirements - Mich. Comp. Laws Section 450.2501a
  (1) A corporation organized for purposes described in section 501(c)(3) of the internal revenue code of 1986 may include 1 or more directors on...
• Board; Number, Term, and Election or Appointment of Directors; Resignation of Director; Number of Directors on Effective Date of Amendatory Act - Mich. Comp. Laws Section 450.2505
  (1) Except as provided in subsection (5), the board shall consist of 3 or more directors. The bylaws shall fix the number of directors...
• Dividing Directors Into 2 or More Classes; Election or Appointment; Term; Expiration; Election of Directors by Shareholders or Members of Class - Mich. Comp. Laws Section 450.2506
  (1) The articles of incorporation or a bylaw adopted by the shareholders or members of a corporation organized upon a stock or membership basis...
• Removal of Director or Entire Board - Mich. Comp. Laws Section 450.2511
  (1) Unless otherwise provided in the articles of incorporation or bylaws, a director or the entire board may be removed: (a) With or without...
• Filling of Vacancies; Increase in Number of Directors; Special Meeting Where No Directors in Office - Mich. Comp. Laws Section 450.2515
  (1) Unless the right to fill vacancies is reserved to the shareholders or members or otherwise provided by the articles of incorporation or bylaws,...
• Regular or Special Meetings of Board; Location; Notice; Waiver; Participation by Means of Conference Telephone or Other Remote Communication - Mich. Comp. Laws Section 450.2521
  (1) Regular or special meetings of a board may be held either in or outside of this state. (2) A regular meeting may be...
• Quorum; Vote Constituting Action of Board or Committee; Amendment of Bylaws - Mich. Comp. Laws Section 450.2523
  A majority of the members of the board then in office, or of the members of a committee thereof, constitutes a quorum for the...
• Taking Action Without Meeting; Consent - Mich. Comp. Laws Section 450.2525
  Unless prohibited by the articles of incorporation or bylaws, action required or permitted to be taken under authorization voted at a meeting of the...
• Designation of Committees; Membership; Alternates; Term; Providing for Election or Appointment of Committees in Articles or Bylaws - Mich. Comp. Laws Section 450.2527
  (1) Unless otherwise provided in the articles of incorporation or bylaws, the board may designate 1 or more committees, each committee to consist of...
• Committee Designated Pursuant to Mcl 450.2527; Powers and Authority - Mich. Comp. Laws Section 450.2528
  A committee designated pursuant to section 527, to the extent provided in the resolution of the board in the case of a committee designated...
• Officers of Corporation; Election or Appointment; Person Holding 2 or More Offices; Term of Office; Authority and Duties - Mich. Comp. Laws Section 450.2531
  (1) The officers of a corporation shall consist of a president, secretary, treasurer, and, if desired, a chairperson of the board, 1 or more...
• Removal of Officer; Suspension of Authority to Act; Contract Rights; Resignation of Officer; Notice - Mich. Comp. Laws Section 450.2535
  (1) An officer elected or appointed by the board may be removed by the board with or without cause. An officer elected by the...
• Director or Officer; Discharge of Duties; Compliance; Liability of Volunteer Director; Action Against Director or Officer for Failure to Perform Duties - Mich. Comp. Laws Section 450.2541
  (1) A director or an officer shall discharge the duties of that position in good faith and with the degree of diligence, care, and...
• 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 - Mich. Comp. Laws Section 450.2545
  A contract or other transaction between a corporation and 1 or more of its directors or officers, or between a corporation and a domestic...
• 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 - Mich. Comp. Laws Section 450.2546
  (1) When the validity of a contract described in section 545 is questioned, the burden of establishing its validity on the grounds prescribed in...
• Loan, Guaranty, or Assistance by Corporation for Officer or Employee; Corporation as Charitable Purpose Corporation - Mich. Comp. Laws Section 450.2548
  (1) Except as provided in subsection (4) and unless otherwise prohibited by law, a corporation may lend money to, or guarantee an obligation of,...
• Liability of Directors for Certain Corporate Actions; Liability of Shareholder or Member Accepting or Receiving Unauthorized Distribution - Mich. Comp. Laws Section 450.2551
  (1) In addition to any other liability imposed by this act or other law upon directors of a corporation, directors who vote for, or...
• Rights of Director Against Whom Claim Successfully Asserted Under Mcl 450.2551 - Mich. Comp. Laws Section 450.2552
  (1) A director against whom a claim is successfully asserted under section 551 is entitled to contribution from the other directors who voted for,...
• Presence or Absence of Director At Meeting At Which Action Referred to in Mcl 450.2551 Taken; Presumption; Dissent - Mich. Comp. Laws Section 450.2553
  A director who is present at a meeting of the board, or a committee thereof of which the director is a member, at which...
• Commencement of Action Under Mcl 450.2551 or 450.2552 - Mich. Comp. Laws Section 450.2554
  An action against a director, shareholder, or member for recovery upon a liability imposed by section 551 shall be commenced within 3 years after...
• Volunteer's Acts or Omissions; Claim for Monetary Damages - Mich. Comp. Laws Section 450.2556
  If the corporation's articles of incorporation contain a provision authorized under section 209(e), then a claim for monetary damages for a volunteer director, volunteer...
• Indemnification of Director, Officer, Partner, Trustee, Employee, Nondirector Volunteer, or Agent in Connection With Action, Suit, or Proceeding; Conditions; Presumption - Mich. Comp. Laws Section 450.2561
  Unless otherwise provided by law or its articles of incorporation or bylaws, a corporation has the power to indemnify a person who was or...
• 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 - Mich. Comp. Laws Section 450.2562
  Unless otherwise provided by law or its articles of incorporation or bylaws, a corporation has the power to indemnify a person who was or...
• 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 - Mich. Comp. Laws Section 450.2563
  (1) Unless otherwise provided by law or its articles of incorporation or bylaws, to the extent that a director, officer, employee, nondirector volunteer, or...
• Advance Payment by Corporation of Expenses Incurred in Defending Action, Suit, or Proceeding Described in Mcl 450.2561 or 450.2562; Repayment - Mich. Comp. Laws Section 450.2564
  Expenses incurred in defending a civil or criminal action, suit, or proceeding described in section 561 or 562 may be paid by the corporation...
• Indemnification or Advancement of Expenses Not Exclusive of Other Rights; Limitation; Continuation of Indemnification - Mich. Comp. Laws Section 450.2565
  (1) The indemnification or advancement of expenses provided under sections 561 to 564 is not exclusive of other rights to which a person seeking...
• Purchase and Maintenance of Insurance on Behalf of Director, Officer, Employee, Nondirector Volunteer, or Agent - Mich. Comp. Laws Section 450.2567
  A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, nondirector...
• Scope of "corporation" for Purposes of Mcl 450.2561 to 450.2567; Effect - Mich. Comp. Laws Section 450.2569
  For purposes of sections 561 to 567, "corporation" includes all constituent corporations absorbed in a consolidation or merger and the resulting or surviving corporation...
• Amendment of Articles of Incorporation; Contents - Mich. Comp. Laws Section 450.2601
  (1) A corporation may amend its articles of incorporation if the amendment contains only such provisions as might lawfully be contained in original articles...
• Amendment of Articles of Incorporation; Purposes - Mich. Comp. Laws Section 450.2602
  Without limitation upon the general power of amendment granted by section 601, a corporation may amend its articles of incorporation: (a) To change its...
• 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 - Mich. Comp. Laws Section 450.2611
  (1) Before the first meeting of the board, the incorporators may amend the articles of incorporation by complying with section 631(1). (2) Except for...
• Voting as Class Upon Proposed Amendment - Mich. Comp. Laws Section 450.2615
  The holders of the outstanding shares or the member of a class may vote as a class upon a proposed amendment, whether or not...
• Certificate of Amendment; Signing or Execution; Filing; Contents - Mich. Comp. Laws Section 450.2631
  (1) If the amendment is made as provided in section 611(1), a certificate of amendment shall be signed by all the incorporators and filed...
• Integrating Provisions of Articles Into Single Instrument; Adoption of Restated Articles of Incorporation; Amendments Subject to Other Provisions of Act - Mich. Comp. Laws Section 450.2641
  (1) A corporation may integrate into a single instrument the provisions of its articles of incorporation which are then in effect and operative, as...
• Restated Articles of Incorporation; Designation; Required Statements; Omitted Provisions - Mich. Comp. Laws Section 450.2642
  Restated articles of incorporation shall be specifically designated as such in the heading thereof. They shall state, either in the heading or in an...
• Restated Articles of Incorporation; Execution; Filing; Effect - Mich. Comp. Laws Section 450.2643
  Restated articles of incorporation shall be executed and filed in accordance with section 131. When such filing becomes effective, the corporation's original articles of...
• Abandonment of Amendment; Certificate - Mich. Comp. Laws Section 450.2651
  Before the effective date of an amendment to the articles of incorporation for which shareholder, member, or director approval is required by this act,...
• Merger or Consolidation of Domestic Corporations; Plan; Contents - Mich. Comp. Laws Section 450.2701
  (1) Two or more domestic corporations may merge into 1 of the corporations or consolidate into a new corporation pursuant to a plan of...
• Plan of Merger or Consolidation; Approval or Authorization; Voting; Notice of Meeting - Mich. Comp. Laws Section 450.2703
  (1) A plan of merger or consolidation adopted by the board of each constituent corporation which is organized upon a stock or membership basis...
• Certificate of Merger or Certificate of Consolidation; Execution and Filing; Contents; Effective Date - Mich. Comp. Laws Section 450.2707
  (1) After approval of a plan of merger or consolidation, a certificate of merger or a certificate of consolidation shall be executed and filed...
• Effect of Merger or Consolidation - Mich. Comp. Laws Section 450.2721
  When a merger or consolidation has been effected: (a) The corporations parties to the plan of merger or consolidation shall be a single corporation,...
• 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 - Mich. Comp. Laws Section 450.2722
  (1) The surviving or new corporation has all the rights, privileges, immunities, and franchises, public or private, of each of the merging or consolidating...
• Changes in Articles Stated in Plan of Merger; Effect; Statements in Plan of Consolidation as Original Articles of New Corporation - Mich. Comp. Laws Section 450.2723
  In a merger, the articles of incorporation of the surviving corporation are deemed to be amended to the extent, if any, that changes in...
• 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 - Mich. Comp. Laws Section 450.2731
  (1) One or more foreign corporations and 1 or more domestic corporations may be merged or consolidated as provided in this act, if the...
• Effect of Merger or Consolidation Authorized by Mcl 450.2731 - Mich. Comp. Laws Section 450.2732
  The effect of a merger or consolidation authorized by section 731 is the same as in the case of a merger or consolidation of...
• 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 - Mich. Comp. Laws Section 450.2736
  (1) Subject to section 301(5), one or more domestic corporations and 1 or more domestic business corporations and foreign business corporations may be merged...
• Effect of Merger or Consolidation Where Surviving or New Corporation Is Domestic Corporation, Domestic Business Corporation, or Foreign Business Corporation - Mich. Comp. Laws Section 450.2737
  If a surviving or new corporation is a domestic corporation to be governed by the laws of this state, the effect of the merger...
• Abandonment of Merger or Consolidation; Certificate of Abandonment - Mich. Comp. Laws Section 450.2741
  At any time before the effective date of a certificate of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions...
• Disposition of Property and Assets of Corporation; Approval; Notice of Meeting; Statement; Authorization; Fixing Terms or Conditions and Consideration; Voting; Abandonment - Mich. Comp. Laws Section 450.2753
  (1) A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets, with or without the goodwill, of a...
• 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 - Mich. Comp. Laws Section 450.2801
  (1) A corporation may be dissolved in any of the following ways: (a) Automatically by expiration of a period of duration to which the...
• Dissolution of Corporation by Action of Incorporators or Directors; Conditions; Certificate of Dissolution - Mich. Comp. Laws Section 450.2803
  (1) A corporation may be dissolved by action of its incorporators or directors, if the corporation complies with all of the following conditions: (a)...
• Dissolution of Corporation by Action of Shareholders, Members, or Board; Resolution; Approval or Authorization; Notice; Voting; Certificate - Mich. Comp. Laws Section 450.2804
  (1) A corporation may be dissolved by action of its shareholders, members, or board as provided in this section. (2) The board shall adopt...
• 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 - Mich. Comp. Laws Section 450.2805
  (1) The articles of incorporation may contain a provision that a shareholder, a member, or a director, or the holders of any specified number...
• Revocation of Dissolution Proceedings; Resolution of Board; Approval; Notice of Meeting; Voting; Certificate of Revocation - Mich. Comp. Laws Section 450.2811
  (1) Dissolution proceedings commenced pursuant to section 804 or 805 may be revoked before complete distribution of assets, if a proceeding pursuant to section...
• Renewal of Corporate Existence - Mich. Comp. Laws Section 450.2815
  A corporation whose term has expired may renew its corporate existence, if a proceeding pursuant to section 851 is not pending, in the following...
• Effect of Filing Certificate of Revocation of Dissolution or Renewal of Corporate Existence; Accrued Penalty or Liability; Adoption of Different Name - Mich. Comp. Laws Section 450.2817
  (1) Upon filing of the certificate of revocation of dissolution or of renewal of existence, the revocation of the dissolution proceedings or the renewal...
• Action by Attorney General for Dissolution of Corporation; Grounds - Mich. Comp. Laws Section 450.2821
  (1) The attorney general may bring an action in the circuit court for the county in which the registered office of the corporation is...
• Dissolution of Corporation by Judgment in Action Brought by Director, Shareholder, or Member; Proof - Mich. Comp. Laws Section 450.2823
  A corporation may be dissolved by a judgment entered in an action brought in the circuit court for the county in which the registered...
• 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 - Mich. Comp. Laws Section 450.2825
  (1) The circuit court for the county in which the registered office of the corporation is located may adjudge the dissolution of, and liquidate...
• Dissolution of Corporation; Conditions - Mich. Comp. Laws Section 450.2831
  A corporation is dissolved when any of the following occurs: (a) The period of duration stated in the corporation's articles of incorporation expires. (b)...
• Dissolved Corporation; Continuation of Corporate Existence; Conduct of Affairs - Mich. Comp. Laws Section 450.2833
  Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall not conduct affairs except for the purpose...
• Dissolved Corporation and Officers, Directors, Shareholders, and Members; Manner of Functioning - Mich. Comp. Laws Section 450.2834
  Subject to section 833 and except as otherwise provided by court order, a dissolved corporation, its officers, directors, shareholders, and members shall continue to...
• Notice to Creditors; "creditor" Defined - Mich. Comp. Laws Section 450.2841
  (1) After a corporation has been dissolved, the corporation, or a receiver appointed for it pursuant to this chapter, may give notice requiring all...
• Mailing Notice to Creditor of Corporation; Failure to File Claim as Bar to Enforcement; Applicability - Mich. Comp. Laws Section 450.2842
  (1) On or before the date of first publication of the notice prescribed in section 841, the corporation or the receiver shall mail a...
• Rejection of Claim Filed by Creditor; Notice; Failure to Commence Action as Bar to Enforcement of Claim - Mich. Comp. Laws Section 450.2843
  If the corporation, or the receiver of a corporation appointed pursuant to this chapter, rejects in whole or in part a claim filed by...
• 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 - Mich. Comp. Laws Section 450.2851
  (1) After a corporation has been dissolved in any manner, the corporation, a creditor, a shareholder, member, or a director may apply at any...
• Application and Distribution of Assets Upon Dissolution - Mich. Comp. Laws Section 450.2855
  Upon dissolution, the assets of a corporation shall be applied and distributed as follows: (a) All liabilities and obligations of the corporation shall be...
• Plan of Reorganization; Action by Directors, Shareholders, or Members Not Required to Put Plan Into Effect - Mich. Comp. Laws Section 450.2861
  A corporation for which a plan of reorganization has been confirmed by the judgment of a court of competent jurisdiction pursuant to any applicable...
• Powers of Corporation Under Reorganization; Issuing Shares of Capital Stock and Bonds for Consideration Specified in Plan of Reorganization - Mich. Comp. Laws Section 450.2862
  (1) The corporation, in the manner provided in section 861, but without limiting the generality or effect of that section, may amend or repeal...
• Document Filed or Recorded to Accomplish Corporate Purpose Pursuant to Plan of Reorganization; Making, Execution, and Acknowledgment; Contents; Filing - Mich. Comp. Laws Section 450.2863
  A certificate or other document required or permitted by law to be filed or recorded to accomplish any corporate purpose, sought to be accomplished...
• Reversal or Vacation of Reorganization Plan; Filing of Other or Further Certificates or Documents; Effect; Fees - Mich. Comp. Laws Section 450.2864
  (1) If after the filing of a certificate or other document the order of confirmation of the plan of reorganization is reversed or vacated...
• Report of Corporation; Contents; Electronic Transmission; Distribution to Shareholder, Member, or Director - Mich. Comp. Laws Section 450.2901
  (1) Each domestic corporation at least once in each year shall cause a report of the corporation for the preceding fiscal year to be...
• Annual Report to Administrator; Filing; Contents - Mich. Comp. Laws Section 450.2911
  (1) A domestic or foreign corporation authorized to conduct affairs in this state shall file a report with the administrator no later than October...
• Destruction or Disposition of Certain Records - Mich. Comp. Laws Section 450.2913
  The county clerk may destroy the copies of the corporate documents of a corporation which were forwarded to the office of the county clerk...
• Repealed. 2003, Act 107, Imd. Eff. July 24, 2003. - Mich. Comp. Laws
• 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 - Mich. Comp. Laws Section 450.2922
  (1) If a domestic corporation neglects or refuses for 2 consecutive years to file the annual reports or pay the annual filing fee required...
• 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 - Mich. Comp. Laws Section 450.2923
  (1) The administrator for good cause shown may extend the time for filing of a report for not more than 1 year from the...
• Annual Reports Due or Deficient Prior to Date of Act; Penalties - Mich. Comp. Laws Section 450.2924
  Annual reports due or deficient prior to the date of this act shall be subject to the penalties in effect at the statutory filing
• Renewal of Corporate Existence or Certificate of Authority Following Dissolution or Revocation - Mich. Comp. Laws Section 450.2925
  (1) A domestic corporation which has been dissolved pursuant to section 922(1), or a foreign corporation whose certificate of authority has been revoked pursuant...
• Wilful False Statement in Report; Additional Penalty - Mich. Comp. Laws Section 450.2931
  If a domestic or foreign corporation which is required to file a report as provided in section 911 wilfully makes a false statement in...
• Prohibited Conduct as Misdemeanor; Fine - Mich. Comp. Laws Section 450.2932
  (1) A person who knowingly makes or files or a person who knowingly assists in the making or filing of a false or fraudulent...
• Authorizing, Signing, or Making False Statement or Notice; Authorizing or Making Wrongful Alteration of Book, Record, or Account; Liability; Commencement of Action - Mich. Comp. Laws Section 450.2935
  (1) If a report, certificate, or other statement made, or public notice given by, the officers or directors of a corporation is false in...
• Foreign Corporation Authorized to Conduct Affairs in This State on Effective Date of Act; Rights and Privileges; Duties, Restrictions, Penalties, and Liabilities - Mich. Comp. Laws Section 450.3001
  A foreign corporation which is authorized to conduct affairs in this state on the effective date of this act, for a purpose for which...
• Foreign Corporation Receiving Certificate of Authority Under Act; Rights and Privileges; Duties, Restrictions, Penalties, and Liabilities - Mich. Comp. Laws Section 450.3002
  A foreign corporation which receives a certificate of authority under this act, until a certificate of revocation or of withdrawal is issued as provided...
• Foreign Corporation Conducting Affairs Without Certificate of Authority; Duties, Restrictions, Penalties, and Liabilities - Mich. Comp. Laws Section 450.3003
  A foreign corporation which conducts affairs in this state without a certificate of authority under this act is subject to the same duties, restrictions,...
• Foreign Corporation; Certificate of Authority Required; Extent of Authorization to Conduct Affairs in State - Mich. Comp. Laws Section 450.3011
  A foreign corporation shall not conduct affairs in this state until it has procured a certificate of authority so to do from the administrator....
• Foreign Corporation Not Considered to Be Conducting Affairs in State; Activities; Applicability of Section - Mich. Comp. Laws Section 450.3012
  (1) Without excluding other activities which may not constitute conducting affairs in this state, a foreign corporation is not considered to be conducting affairs...
• Application of Foreign Corporation for Certificate of Authority to Conduct Affairs in State; Contents - Mich. Comp. Laws Section 450.3015
  To procure a certificate of authority to conduct affairs in this state, a foreign corporation shall file with the administrator an application setting forth:...
• Application of Foreign Corporation for Certificate of Authority to Conduct Affairs in State; Attachments; Fees; Issuance of Certificate; Duration of Authority - Mich. Comp. Laws Section 450.3016
  (1) A copy of the articles of incorporation and all amendments thereto, certified by the proper officer of the jurisdiction of its incorporation shall...
• 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 - Mich. Comp. Laws Section 450.3021
  (1) When the articles of incorporation of a foreign corporation authorized to conduct affairs in this state are amended, the foreign corporation, within 60...
• Foreign Corporation Authorized to Conduct Affairs in State; Withdrawal; Certificate; Application - Mich. Comp. Laws Section 450.3031
  A foreign corporation authorized to conduct affairs in this state may withdraw from this state upon receiving from the administrator a certificate of withdrawal....
• Issuance of Certificate of Withdrawal; Conditions; Effect - Mich. Comp. Laws Section 450.3032
  Upon filing the application for withdrawal and payment of the filing fees prescribed by law, the administrator shall issue to the corporation a certificate...
• 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 - Mich. Comp. Laws Section 450.3035
  (1) When a foreign corporation authorized to conduct affairs in this state is dissolved, or its authority or existence is otherwise terminated or canceled...
• Revocation of Certificate of Authority of Foreign Corporation to Conduct Affairs in State; Grounds - Mich. Comp. Laws Section 450.3041
  In addition to any other ground for revocation provided by law, the administrator may revoke the certificate of authority of a foreign corporation to...
• Revocation of Certificate of Authority of Foreign Corporation to Conduct Affairs in State; Notice of Default Under Mcl 450.3031; Certificate of Revocation - Mich. Comp. Laws Section 450.3042
  (1) The administrator shall revoke a certificate of authority of a foreign corporation only when the administrator has given the corporation not less than...
• 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 - Mich. Comp. Laws Section 450.3051
  (1) A foreign corporation conducting affairs in this state without a certificate of authority shall not maintain an action or proceeding in any court...
• Foreign Corporation Conducting Affairs in State Without Certificate of Authority; Penalty - Mich. Comp. Laws Section 450.3055
  In addition to any other liability imposed by law, a foreign corporation conducting affairs in this state without a certificate of authority shall forfeit...
• Fees; Payment; Certification of File or Record; Refund; Waiver - Mich. Comp. Laws Section 450.3060
  (1) The fees a person shall pay to the administrator for the purposes described in this section are as follows: (a) Examining, filing, and...
• Fee for Privilege of Exercising Franchises in State - Mich. Comp. Laws Section 450.3061
  Every corporation organized or conducting affairs in this state shall, upon filing its articles, or, if a foreign corporation, upon filing its application for...
• Repeal of Acts and Parts of Acts - Mich. Comp. Laws Section 450.3098
  The following acts and parts of acts are repealed: (a) Act No. 213 of the Public Acts of 1935, being sections 450.401 to 450.402...
• Effective Date of Act - Mich. Comp. Laws Section 450.3099
  This act shall take effect January 1, 1983.
• Short Title - Mich. Comp. Laws Section 450.3100
  This chapter shall be known and may be cited as the "consumer cooperative act".
• Applicability of Act and Chapter; Amendment of Articles or Bylaws; Exemption - Mich. Comp. Laws Section 450.3101
  (1) Except as otherwise provided in this act or by other law, this act and this chapter apply to: (a) All consumer cooperatives which...
• Controlling Definitions - Mich. Comp. Laws Section 450.3102
  The definitions contained in sections 1103 and 1104 shall control in the interpretation of this chapter, unless the context otherwise requires.
• Definitions; C to F - Mich. Comp. Laws Section 450.3103
  (1) "Consumer" means a natural person who acquires, or commits to acquire in the future from the cooperative primarily for consumption, use, or occupancy...
• Definitions; M to U - Mich. Comp. Laws Section 450.3104
  (1) "Member capital" means the assets which a member must provide by payment, transfer, or allocation of net savings to a cooperative as a...
• Inconsistent Provisions Inapplicable to Chapter - Mich. Comp. Laws Section 450.3107
  To the extent that sections 301(3) and (4), 855, and 901 are inconsistent with this chapter, they shall not apply to cooperatives.
• Requirements of Mcl 460.1 et Seq. Not Modified; Effect of Economic Activity Conducted by Cooperative - Mich. Comp. Laws Section 450.3109
  (1) This chapter does not modify the requirements of Act No. 3 of the Public Acts of 1939, being sections 460.1 to 460.8 of...
• Articles of Incorporation; Requirement - Mich. Comp. Laws Section 450.3121
  In addition to the requirements of section 202, the articles of incorporation of a cooperative organized under this act shall state whether the cooperative...
• Use of Term "cooperative,""co - Op,""consumer Cooperative," or Any Variation Thereof - Mich. Comp. Laws Section 450.3123
  (1) The term "cooperative", "co-op", or any variation thereof, may only be used in the name of cooperatives organized under or subject to this...
• Adoption of Initial Bylaws; Ratification or Amendment; Contents of Bylaws - Mich. Comp. Laws Section 450.3125
  (1) Notwithstanding section 231, the initial bylaws of a cooperative may be adopted by the incorporators, the board, or the members. If initial bylaws...
• Organization on Nonstock Membership Basis - Mich. Comp. Laws Section 450.3131
  Notwithstanding section 302, a cooperative organized under this act shall be organized on a nonstock membership basis and shall not be organized on a...
• Membership; Notice of Qualifications - Mich. Comp. Laws Section 450.3132
  Subject to section 304(7), membership in a consumer cooperative subject to this act shall be available to all patrons of the cooperative who are...
• Classification - Mich. Comp. Laws Section 450.3133
  If a cooperative has classes of members pursuant to section 304, classification shall be based only on 1 or more of the following number...
• Cooperative Organized on Member Capital Basis, Member Fee Basis, or Basis Combining Member Capital and Membership Fee; Powers - Mich. Comp. Laws Section 450.3134
  (1) A cooperative which is organized on a member capital basis or on a basis combining member capital and membership fee may provide for...
• Net Savings; Determination, Allocation, Distribution, and Use; Apportionment of Losses - Mich. Comp. Laws Section 450.3135
  (1) At least once each year, a cooperative shall determine its net savings by deducting from total income: (a) All operating costs and expenses....
• Certificate; Issuance; Contents; Restrictions on Dividends - Mich. Comp. Laws Section 450.3136
  (1) If a cooperative is to be financed in whole or in part on a member capital basis, each member shall be provided a...
• Nonvoting Investment Certificate or Bond - Mich. Comp. Laws Section 450.3137
  Subject to the uniform securities act, 1964 PA 265, MCL 451.501 to 451.818, and the uniform securities act (2002), 2008 PA 551, MCL 451.2101...
• Advising Persons in Writing; Statement on Membership Certificate - Mich. Comp. Laws Section 450.3138
  Prior to accepting a person as a member or any membership fee or member capital, a cooperative shall advise the person in writing of...
• 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 - Mich. Comp. Laws Section 450.3139
  (1) Unless the articles or bylaws provide that the member capital is not redeemable, upon termination of a membership issued on a member capital...
• Meetings; Petitions; Signatures; Quorum - Mich. Comp. Laws Section 450.3141
  Regular meetings of members shall be held at a time and place prescribed in the bylaws but not less than annually. A special meeting...
• Alternative Notice of Regular Meeting - Mich. Comp. Laws Section 450.3143
  Instead of the notice required in section 404, written notice of the time, place, and purposes of a regular meeting of members may be...
• Proxies; Voting by Mail Ballot, Referendum, or Electronic Transmission - Mich. Comp. Laws Section 450.3144
  (1) Notwithstanding section 421, there shall be no proxies unless the articles of incorporation or bylaws authorize use of proxies. If the articles of...
• Amendments; Affirmative Vote of Majority - Mich. Comp. Laws Section 450.3145
  Notwithstanding section 611(4), 703(2), 753(4), or 804(4), unless the articles of incorporation provide for a higher vote for passage, amendment of the articles of...
• Effective Date of Adopted Action; Confirmation Vote; Filing With Administrator - Mich. Comp. Laws Section 450.3146
  (1) An action subject to the vote requirement of section 1145 shall not take effect for 60 days from the date of adoption and...
• Dispute Resolution Body - Mich. Comp. Laws Section 450.3147
  A cooperative may authorize in its articles or bylaws the establishment of a neutral dispute resolution body. The dispute resolution body shall attempt to...
• 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 - Mich. Comp. Laws Section 450.3148
  (1) The purchase or sale of any member capital or privileges in a cooperative made under execution, or in the course of bankruptcy proceedings,...
• 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 - Mich. Comp. Laws Section 450.3149
  (1) A cooperative shall keep a set of books for recording its operations. A written report, including a statement of the amount of its...
• Initial Board of Directors; Membership; Term - Mich. Comp. Laws Section 450.3151
  Notwithstanding section 505, the initial board of directors of a cooperative shall consist of at least 5 persons. The term of office of directors...
• Board of Directors; Election or Appointment Other Than by Vote of Membership - Mich. Comp. Laws Section 450.3152
  Notwithstanding section 505, the bylaws of a cooperative may provide for 1/3 or less of the board of directors to be elected or appointed...
• Affiliation With Another Organization; Section Inapplicable to Allocations of Net Savings - Mich. Comp. Laws Section 450.3153
  A vote of the membership shall be required to affiliate with another organization involving the investment of more than 30% of the assets of...
• Amendment to Articles of Incorporation; Calling Special Meeting; Consideration of Proposed Amendment - Mich. Comp. Laws Section 450.3161
  An amendment to the articles of incorporation may be proposed by the board, by 10% or more of the members, or by some smaller...
• Distribution of Assets Generally - Mich. Comp. Laws Section 450.3162
  In the event of an amendment to the articles or bylaws, merger, consolidation, or disposition of substantially all of the assets of the cooperative,...
• Distribution of Assets Upon Dissolution; Distribution of Assets Held for Charitable or Similar Purpose; Redemption of Investment Certificates - Mich. Comp. Laws Section 450.3183
  (1) Notwithstanding section 855, upon dissolution, the assets of a cooperative shall be distributed in the following manner and order: (a) By paying or...
• Foreign Cooperative - Mich. Comp. Laws Section 450.3191
  A foreign cooperative shall be entitled to conduct its affairs in this state upon complying with the provisions of chapter 10 and, if a...
• Election by Corporation to Accept Act and Chapter; Procedure; Effect of Filing Certificate of Election - Mich. Comp. Laws Section 450.3192
  (1) Any corporation may elect to accept this act and this chapter as follows: (a) The board of directors shall adopt a resolution recommending...
• Short Title - Mich. Comp. Laws Section 450.4101
  This act shall be known and may be cited as the "Michigan limited liability company act".
• Definitions - Mich. Comp. Laws Section 450.4102
  (1) Unless the context requires otherwise, the definitions in this section control the interpretation of this act. (2) As used in this act: (a)...
• Documents; Signatures; Requirements - Mich. Comp. Laws Section 450.4103
  (1) One or more persons organizing a limited liability company shall sign the original articles of organization as organizers. The articles shall state the...
• Documents; Filing; Delivery; Endorsement; Returning Copy; Inspection by Public; Copies Admissible in Evidence; Effective Date; Form; Fees - Mich. Comp. Laws Section 450.4104
  (1) A document required or permitted to be filed under this act shall be submitted by delivering the document to the administrator together with...
• Failure to Promptly File Document; Notice of Refusal to File; Judicial Review - Mich. Comp. Laws Section 450.4105
  (1) If the administrator fails promptly to file a document submitted for filing under this act, the administrator, within 10 days after receipt from...
• Documents; Inaccurate Record or Defective Execution; Certificate of Correction; Filing; Signature; Contents; Effective Date of Corrected Document - Mich. Comp. Laws Section 450.4106
  (1) If a document relating to a domestic or foreign limited liability company filed with the administrator under this act was at the time...
• Limited Liability Company; Purpose - Mich. Comp. Laws Section 450.4201
  A limited liability company may be formed under this act for any lawful purpose for which a domestic corporation or a domestic partnership could...
• Limited Liability Company; Formation; Filing as Evidence That All Conditions Performed; Exception; Duration - Mich. Comp. Laws Section 450.4202
  (1) One or more persons, who may or may not become members, may be the organizers of a limited liability company by filing executed...
• Articles of Organization; Contents - Mich. Comp. Laws Section 450.4203
  (1) The articles of organization shall contain all of the following: (a) The name of the limited liability company. (b) The purposes for which...
• Limited Liability Company; Low - Profit Limited Liability Company; Name; Requirements; Rights - Mich. Comp. Laws Section 450.4204
  (1) Except as provided in subsection (2), the name of a domestic limited liability company shall contain the words "limited liability company", or the...
• Limited Liability Company Licensed as Nursing Home; Use of Terms - Mich. Comp. Laws Section 450.4204a
  A limited liability company formed or existing under or subject to this act that is licensed or is to be licensed as a nursing...
• Reserving Right to Use of Name; Application; Transfer of Right - Mich. Comp. Laws Section 450.4205
  (1) A person may reserve the right to use of a limited liability company name by executing and filing with the administrator an application...
• 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 - Mich. Comp. Laws Section 450.4206
  (1) A domestic or foreign limited liability company may transact business under an assumed name or names other than its name as set forth...
• Maintaining Registered Office and Resident Agent; Service of Process, Notice, or Demand; Appointment of Agent; Annual Statement; Service of Process by Mail - Mich. Comp. Laws Section 450.4207
  (1) Each domestic limited liability company and foreign limited liability company authorized to transact business in this state shall have and continuously maintain in...
• Certificate of Good Standing - Mich. Comp. Laws Section 450.4207a
  (1) Except as provided in this section, and section 909 for a professional limited liability company, from the effective date of the articles of...
• Resident Agent; Resignation; Notice; Appointment of Successor; Termination of Appointment - Mich. Comp. Laws Section 450.4208
  (1) A resident agent of a limited liability company may resign as agent upon filing a written notice of resignation with the administrator and...
• Changing Registered Office or Resident Agent; Statement; Filing; Contents; Changing Business or Residence Address of Resident Agent - Mich. Comp. Laws Section 450.4209
  (1) A domestic limited liability company or foreign limited liability company authorized to transact business in this state may change its registered office or...
• Limited Liability Company; Powers - Mich. Comp. Laws Section 450.4210
  Subject to the limitations provided in this act, any other statute of this state, or its articles of organization, a limited liability company has...
• Validity of Action or Transfer of Property; Asserting Lack of Capacity or Power - Mich. Comp. Laws Section 450.4211
  An act of a limited liability company and a transfer of real or personal property to or by a limited liability company, otherwise lawful,...
• Interest Rate; Agreement - Mich. Comp. Laws Section 450.4212
  A domestic or foreign limited liability company, whether or not formed at the request of a lender, may agree in writing to pay any...
• Registered Office or Principal Place of Business; Documents Required to Be Kept - Mich. Comp. Laws Section 450.4213
  A limited liability company shall keep at its registered office or principal place of business in this state all of the following: (a) A...
• Conflict Between Articles of Organization and Operating Agreement - Mich. Comp. Laws Section 450.4214
  If there is a conflict between the articles of organization and an operating agreement of a limited liability company, the articles of organization shall...
• Operating Agreement Unenforceable - Mich. Comp. Laws Section 450.4215
  An operating agreement of a limited liability company that has 1 member is not unenforceable because only 1 person is a party to the...
• Limited Liability Company; Powers - Mich. Comp. Laws Section 450.4216
  Except as otherwise provided in an operating agreement, a limited liability company may do any of the following: (a) Indemnify, hold harmless, and defend...
• Members; Contribution - Mich. Comp. Laws Section 450.4301
  (1) A contribution of a member to a limited liability company may consist of any tangible or intangible property or benefit to the company,...
• Promise by Member to Contribute; Enforcement; Obligation to Perform; Rights of Company; Compromising Obligation; Enforcement by Creditor of Original Member's Obligation - Mich. Comp. Laws Section 450.4302
  (1) A promise by a member to contribute to the limited liability company is not enforceable unless the promise is in writing and signed...
• Distribution of Assets; Allocation; Manner; Basis - Mich. Comp. Laws Section 450.4303
  (1) Distributions of cash or other assets of a limited liability company shall be allocated among the members and among classes of members in...
• Distribution; Conditions for Receiving - Mich. Comp. Laws Section 450.4304
  (1) Except as otherwise provided in this act and subject to subsection (2), a member is entitled to receive a distribution from a limited...
• Distributions to Withdrawing Member - Mich. Comp. Laws Section 450.4305
  Until the effective date of withdrawal, a withdrawing member shall share in any distribution made in accordance with section 304. An operating agreement may...
• Distributions; Demand, Acceptance, and Receipt of Distribution; Form - Mich. Comp. Laws Section 450.4306
  Except as provided in an operating agreement, a member, regardless of the nature of the member's contribution, has no right to demand and receive...
• 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 - Mich. Comp. Laws Section 450.4307
  (1) Except as otherwise provided in subsection (5), a distribution shall not be made if, after giving the distribution effect, 1 or more of...
• Distribution; Violating Operating Agreement or Mcl 450.4307; Liability of Members or Managers; Presumption of Assent; Knowledge of Violation; Contribution; Commencement of Proceeding - Mich. Comp. Laws Section 450.4308
  (1) A member or manager that votes for or assents to a distribution in violation of an operating agreement or section 307 is personally...
• Management Vested in Members - Mich. Comp. Laws Section 450.4401
  Unless the articles of organization state that the business of the limited liability company is to be managed by 1 or more managers, the...
• Managers; Delegation; Qualifications; Number; Notice of Delegation - Mich. Comp. Laws Section 450.4402
  (1) The articles of organization may provide that the business of the limited liability company shall be managed by or under the authority of...
• Managers; Selection; Vote; Removal; Notice - Mich. Comp. Laws Section 450.4403
  (1) A vote of a majority in interest of the members entitled to vote in accordance with section 502(1) is required to select 1...
• Managers; Duties; Action for Failure to Perform Duties - Mich. Comp. Laws Section 450.4404
  (1) A manager shall discharge the duties of manager in good faith, with the care an ordinarily prudent person in a like position would...
• Managers; Voting Requirements - Mich. Comp. Laws Section 450.4405
  (1) Except as otherwise provided in the articles of organization or an operating agreement, voting by managers shall be as provided in this section....
• Manager as Agent - Mich. Comp. Laws Section 450.4406
  A manager is an agent of the limited liability company for the purpose of its business, and the act of a manager, including the...
• Managers; Eliminating or Limiting Liability; Exceptions - Mich. Comp. Laws Section 450.4407
  A provision in the articles of organization or an operating agreement may eliminate or limit the monetary liability of a manager to the limited...
• Repealed. 2010, Act 290, Imd. Eff. Dec. 16, 2010. - Mich. Comp. Laws
• Manager or Agent With Interest in Company; Effect; Majority Vote by Members With No Interest in Transaction; Claims - Mich. Comp. Laws Section 450.4409
  (1) Except as otherwise provided in an operating agreement, a transaction in which a manager or agent of a limited liability company is determined...
• Members; Admission; Liability for Acts, Debts, or Obligations - Mich. Comp. Laws Section 450.4501
  (1) A person may be admitted as a member of a limited liability company in connection with the formation of the limited liability company...
• Members; Voting Rights - Mich. Comp. Laws Section 450.4502
  (1) An operating agreement may establish and allocate the voting rights of members and may provide that certain members or groups of members have...
• Members; Obtaining Certain Financial Statements and Tax Returns; Inspecting and Copying Records; Obtaining Other Information; Formal Accounting of Company's Affairs - Mich. Comp. Laws Section 450.4503
  (1) Upon written request of a member, a limited liability company shall send a copy of its most recent annual financial statement and its...
• Membership Interest as Personal Property - Mich. Comp. Laws Section 450.4504
  (1) A membership interest is personal property and may be held in any manner in which personal property may be held. A husband and...
• Membership Interest; Assignment; Liability of Assignee; Assignor as Member; Liability of Assignor Not Released - Mich. Comp. Laws Section 450.4505
  (1) Except as provided in an operating agreement, a membership interest is assignable in whole or in part. (2) An assignment of a membership...
• Assignee of Membership Interest; Conditions for Membership; Rights and Powers; Liability for Obligations of Assignor - Mich. Comp. Laws Section 450.4506
  (1) Unless otherwise provided in an operating agreement, an assignee of a membership interest in a limited liability company that has more than 1...
• 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 - Mich. Comp. Laws Section 450.4507
  (1) If a court of competent jurisdiction receives an application from any judgment creditor of a member of a limited liability company, the court...
• Encumbrance Against Membership Interest; Effect - Mich. Comp. Laws Section 450.4508
  Unless otherwise provided in an operating agreement, the pledge or granting of a security interest, lien, or other encumbrance in or against any or...
• Withdrawal of Member; Distribution; Expulsion - Mich. Comp. Laws Section 450.4509
  (1) A member may withdraw from a limited liability company only as provided in an operating agreement. A member withdrawing pursuant to an operating...
• Commencement and Maintenance of Civil Suit by Company; Conditions - Mich. Comp. Laws Section 450.4510
  A member may commence and maintain a civil suit in the right of a limited liability company if all of the following conditions are...
• Investigation of Allegations; Stay of Derivative Proceeding - Mich. Comp. Laws Section 450.4511
  If the limited liability company commences an investigation of the allegations made in the demand or complaint, the court may stay any derivative proceeding...
• Dismissal of Derivative Proceeding; Findings; Burden of Proof; Determination; "disinterested" Defined - Mich. Comp. Laws Section 450.4512
  (1) The court shall dismiss a derivative proceeding if, on motion by the limited liability company, the court finds that 1 of the groups...
• Discontinued or Settled Derivative Proceeding; Court Approval Required; Notice; Expense - Mich. Comp. Laws Section 450.4513
  A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will...
• Termination of Derivative Proceeding; Court Order - Mich. Comp. Laws Section 450.4514
  If a derivative proceeding is terminated, the court may order 1 of the following: (a) The plaintiff to pay any of the defendants' reasonable...
• Action in Circuit Court; Grounds; Order or Grant of Relief; "willfully Unfair and Oppressive Conduct" Defined - Mich. Comp. Laws Section 450.4515
  (1) A member of a limited liability company may bring an action in the circuit court of the county in which the limited liability...
• Articles of Organization; Amendment - Mich. Comp. Laws Section 450.4601
  A limited liability company may amend its articles of organization if the amendment contains only provisions that might lawfully be contained in original articles...
• Articles of Organization; Conditions Requiring Amendment - Mich. Comp. Laws Section 450.4602
  A limited liability company shall amend its articles of organization if any of the following occur: (a) A change in the name of the...
• Articles of Organization; Certificate of Amendment; Filing; Contents - Mich. Comp. Laws Section 450.4603
  The articles of organization are amended by filing a certificate of amendment signed as provided in section 103 that contains all of the following:...
• Restated Articles of Organization - Mich. Comp. Laws Section 450.4604
  (1) A limited liability company may integrate into a single instrument the provisions of its articles of organization that are then in effect and...
• Domestic Limited Liability Companies; Merger; Plan - Mich. Comp. Laws Section 450.4701
  (1) Two or more domestic limited liability companies may merge pursuant to a plan of merger approved as provided in section 702. (2) The...
• Merger; Approval of Plan by Members; Withdrawal and Distribution - Mich. Comp. Laws Section 450.4702
  (1) A plan of merger shall be submitted to the members of each constituent company for approval. A unanimous vote of the members entitled...
• Plan of Merger; Execution; Certificate; Contents and Effectiveness - Mich. Comp. Laws Section 450.4703
  (1) After a plan of merger is approved, a certificate of merger shall be executed as provided in section 103 and filed on behalf...
• Merger; Provisions - Mich. Comp. Laws Section 450.4704
  When a merger takes effect, all of the following apply: (a) Every other constituent company merges into the surviving company and the separate existence...
• Merger of Foreign Limited Liability Companies With Domestic Limited Liability Companies; Conditions; Compliance and Liability of Surviving Company - Mich. Comp. Laws Section 450.4705
  (1) One or more foreign limited liability companies may merge with 1 or more domestic limited liability companies if both of the following are...
• Definitions; Merger of Domestic Limited Liability Companies With Business Organizations - Mich. Comp. Laws Section 450.4705a
  (1) As used in this section: (a) "Business organization" means a domestic or foreign corporation, limited partnership, general partnership, or any other type of...
• Abandoning Plan of Merger; Procedure - Mich. Comp. Laws Section 450.4706
  (1) Unless a plan of merger provides otherwise, at any time before the effective date of a certificate of merger, the merger may be...
• Conversion of Domestic Partnership or Domestic Limited Partnership to Limited Liability Company - Mich. Comp. Laws Section 450.4707
  (1) A domestic partnership or domestic limited partnership may convert to a limited liability company in accordance with this section. (2) The terms and...
• Conversion Into Business Organization; Requirements; Effectiveness of Certificate of Conversion; Foreign Business Organization as Surviving Business Organization; "Business Organization" and "Entity" Defined - Mich. Comp. Laws Section 450.4708
  (1) A domestic limited liability company may convert into a business organization if all of the following requirements are satisfied: (a) The conversion is...
• Conversion of Business Organization Into Domestic Limited Liability Company; Requirements; Effectiveness of Certificate of Conversion - Mich. Comp. Laws Section 450.4709
  (1) A business organization may convert into a domestic limited liability company if all of the following requirements are satisfied: (a) The conversion is...
• Dissolution and Winding Up; Conditions - Mich. Comp. Laws Section 450.4801
  A limited liability company is dissolved and its affairs shall be wound up when the first of the following occurs: (a) Automatically, if a...
• Dissolution; Decree by Circuit Court - Mich. Comp. Laws Section 450.4802
  Upon application by or for a member, the circuit court for the county in which the registered office of a limited liability company is...
• Dissolution; Action by Attorney General; Grounds; Other Actions Not Excluded - Mich. Comp. Laws Section 450.4803
  (1) The attorney general may bring an action in the circuit court for the county in which the registered office of a limited liability...
• Certificate of Dissolution; Filing; Contents - Mich. Comp. Laws Section 450.4804
  (1) When it begins winding up its affairs, a limited liability company that dissolves under section 801(b) or (c) shall execute a certificate of...
• Winding Up by Managers, Members, or Circuit Court; Procedures; Right to Maintain Actions - Mich. Comp. Laws Section 450.4805
  (1) Except as otherwise provided in the articles of organization, an operating agreement, or this section, the members or managers that have not wrongfully...
• Dissolution; Notice to Existing Claimants; Contents; Validity of Claim Not Recognized; Claims Barred Under Certain Conditions; "existing Claim" Defined; Effective Date of Notice - Mich. Comp. Laws Section 450.4806
  (1) The dissolved limited liability company may notify its existing claimants in writing of the dissolution at any time after the effective date of...
• Dissolution; Publication of Notice; Requirements; Commencing Proceeding to Enforce Claims; Claimants With Known Existing Claims Not Receiving Notice - Mich. Comp. Laws Section 450.4807
  (1) A dissolved limited liability company may also publish notice of dissolution and request that persons with claims against the company present them in...
• Winding Up; Distribution of Assets; Order; Filing Tax Returns and Paying Tax Obligations - Mich. Comp. Laws Section 450.4808
  (1) Upon the winding up of a limited liability company, the assets shall be distributed in the following order: (a) To creditors, including members...
• Limited Liability Company; Rendering Professional Services; Applicability of Article - Mich. Comp. Laws Section 450.4901
  (1) A limited liability company formed to render 1 or more professional services, as defined in section 902 may be organized under this article...
• Definitions - Mich. Comp. Laws Section 450.4902
  As used in this article: (a) "Licensed person" means an individual who is licensed or otherwise legally authorized to practice a professional service by...
• Professional Limited Liability Company; Purpose Stated in Articles of Organization; Name - Mich. Comp. Laws Section 450.4903
  (1) One or more licensed persons may organize and become members of a professional limited liability company. (2) The articles of organization of a...
• Rendering Professional Services; Organization of Professional Liability Company or Professional Limited Liability Company; License or Legal Authorization of Persons Required - Mich. Comp. Laws Section 450.4904
  (1) Except as provided in this section or otherwise prohibited, a professional limited liability company may render 1 or more professional services, and each...
• 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 - Mich. Comp. Laws Section 450.4905
  (1) A professional limited liability company shall not render professional services within this state except through its members, managers, employees, and agents who are...
• Disqualification, Restriction, or Limitation on Persons Rendering Professional Service; Severing Employment and Financial Interest; Noncompliance - Mich. Comp. Laws Section 450.4906
  If a member, manager, employee, or agent of a professional limited liability company becomes legally disqualified to render the professional services rendered by the...
• Professional Limited Liability Company; Prohibited Activities; Exception - Mich. Comp. Laws Section 450.4907
  (1) A professional limited liability company shall not engage in any business other than the rendering of the professional services for which it was...
• Sale or Transfer of Membership Interest; Restrictions - Mich. Comp. Laws Section 450.4908
  (1) A membership interest in a professional limited liability company shall not be sold or transferred except to a person who is eligible to...
• Annual Report; Filing Fee; Penalty for Late Filing - Mich. Comp. Laws Section 450.4909
  (1) In addition to the annual statement required in section 207(3), a professional limited liability company shall file with the administrator an annual report,...
• Merger; Limitation - Mich. Comp. Laws Section 450.4910
  A professional limited liability company may merge only with other limited liability companies whose members and managers are licensed persons permitted to be members...
• Foreign Limited Liability Company; Laws of Jurisdiction - Mich. Comp. Laws Section 450.5001
  Subject to the constitution of this state, the laws of the jurisdiction under which a foreign limited liability company is organized shall govern its...
• Transacting Business; Certificate of Authority by Foreign Limited Liability Company Required; Application; Filing; Contents - Mich. Comp. Laws Section 450.5002
  Before transacting business in this state, a foreign limited liability company shall obtain a certificate of authority from the administrator. To obtain a certificate...
• Certificate of Authority; Issuance; Powers, Rights, and Privileges of Foreign Limited Liability Company - Mich. Comp. Laws Section 450.5003
  (1) If the administrator finds that an application for a certificate of authority substantially conforms to the requirements of this act and all requisite...
• Certificate of Authority; Satisfaction of Mcl 450.4204 Required for Issuance - Mich. Comp. Laws Section 450.5004
  The department shall not issue a certificate of authority to a foreign limited liability company unless the name of the company satisfies the requirements...
• Inaccurate Application; Correcting Statement; Certificate; Exception; Survivor of Merger; Certificate Attesting to Merger; Annual Statement - Mich. Comp. Laws Section 450.5005
  (1) If any statement in the application for certificate of authority of a foreign limited liability company was false when made or any arrangements...
• Certificate of Withdrawal; Contents, Form, Manner, and Execution of Application - Mich. Comp. Laws Section 450.5006
  (1) A foreign limited liability company authorized to transact business in this state may withdraw from this state upon receiving from the administrator a...
• Foreign Limited Liability Company; Transacting Business Without Certificate of Authority - Mich. Comp. Laws Section 450.5007
  (1) A foreign limited liability company transacting business in this state without a certificate of authority shall not maintain an action, suit, or proceeding...
• Activities Not Considered to Be Transacting Business in State; Applicability of Section to Other State Laws - Mich. Comp. Laws Section 450.5008
  (1) Without excluding other activities that may not constitute transacting business in this state, a foreign limited liability company is not considered to be...
• Making or Purchasing Loans or Participation or Interest in Loans - Mich. Comp. Laws Section 450.5009
  (1) A foreign limited liability company may acquire or, through another person entitled to transact business in this state, may make loans, or participations...
• Maintaining Action to Restrain by Attorney General - Mich. Comp. Laws Section 450.5010
  The attorney general may maintain an action to restrain a foreign limited liability company transacting business in this state, with or without a certificate...
• Filing Fees; Use; Charges for Certifying or Copying Files or Records; Dishonored Checks; Payment by Credit Card; Waiver - Mich. Comp. Laws Section 450.5101
  (1) The fees to be paid to the administrator when the documents described in this subsection are delivered to him or her for filing...
• Effect of Actions by Legislature - Mich. Comp. Laws Section 450.5102
  This act may be supplemented, altered, amended, or repealed by the legislature, and every limited liability company subject to this act is bound by...
• Interest as Security - Mich. Comp. Laws Section 450.5103
  An interest in a limited liability company to which this act applies is a security to the same extent as an interest in a...
• Effective Date - Mich. Comp. Laws Section 450.5200
  This act shall take effect June 1, 1993.

Last modified: March 17, 2013