Michigan Compiled Laws Act 327 Of 1931 Michigan General Corporation Statute (450.1 - 450.192)

AN ACT to provide for the organization, regulation and classification of corporations; to provide their rights, powers and immunities; to prescribe the conditions on which corporations may exercise their powers; to provide for the inclusion of certain existing corporations within the provisions of this act; to prescribe the terms and conditions upon which foreign corporations may be admitted to do business within this state; to require certain annual reports to be filed by corporations; to prescribe penalties for the violations of the provisions of this act; and to repeal certain acts and parts of acts relating to corporations.

History: 1931, Act 327, Eff. Sept. 18, 1931

Section 450.1-450.61 Repealed. 1951, Act 239, Eff. Sept. 28, 1951;—1962, Act 174, Eff. Jan. 1, 1964;—1967, Act 67, Eff. Nov. 2, 1967;—1972, Act 284, Eff. Jan. 1, 1973.
Compiler's Notes: The repealed sections pertained to incorporation, articles of incorporation, corporate powers, officers, agents, bylaws, capital stock, shareholders, etc.
Section 450.62-450.64 Repealed. 1982, Act 162, Eff. Jan. 1, 1983.
Compiler's Notes: The repealed sections pertained to renewal of corporate existence.
Section 450.65-450.80 Repealed. 1972, Act 284, Eff. Jan. 1, 1973.
Compiler's Notes: The repealed sections pertained to corporate dissolution, agreements to pay interest, certificates of appointment of resident agents, and acknowledgment of instruments.
Section 450.81 Repealed. 1982, Act 162, Eff. Jan. 1, 1983.
Compiler's Notes: The repealed section pertained to annual report of nonprofit corporation.
Section 450.82-450.91a Repealed. 1972, Act 284, Eff. Jan. 1, 1973.
Compiler's Notes: The repealed sections pertained to profit and nonprofit corporations, reports, and records.
Section 450.92 Repealed. 1982, Act 162, Eff. Jan. 1, 1983.
Compiler's Notes: The repealed section pertained to failure of nonprofit corporation to file annual report.
Section 450.93-450.97 Repealed. 1974, Act 140, Imd. Eff. June 5, 1974.
Compiler's Notes: The repealed sections pertained to procedure for acquiring certificate of authority by foreign corporation; penalties; issuance and revocation of certificates of authority of...
Section 450.98 Applicability Of Act To Corporations Limiting Dividends Or Voting Rights, And Conducting Not More Than 50% Of Business With Nonstockholders Or Nonmembers; Classification Of Corporations Organized Under Mcl 450.98 To 450.109 As Profit And Nonprofit.
(1) Corporations organized to conduct a lawful business which limits the dividends payable upon stock investment in the case of corporations with capital stock...
Section 450.99 Cooperative Plan; Definition; Allocation Of Reserved Earnings; Cooperative Corporations; Use Of Term “cooperative,”“co-op,” Or Variation Thereof.
Corporations may engage in any lawful business within this state upon any cooperative plan adopted by the incorporators, or by the shareholders at any...
Section 450.100 Cooperative Corporations; Shares Of Stock, Contents.
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...
Section 450.101 Cooperative Corporations; Shareholders' Powers; Directors, Election, Term, Number; Voting.
The shareholders of any cooperative corporation shall have power: to adopt bylaws for the government and regulation of its business management, and to amend...
Section 450.102 Cooperative Corporations; Membership, Regulations.
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...
Section 450.103 Cooperative Corporations; Amendments To Articles.
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...
Section 450.104 Cooperative Corporations; Reserve Funds, Investment; Shareholders, Vote.
Same; investment of reserve fund. At any regular meeting, or any duly called special meeting, at which the quorum fixed by the bylaws shall...
Section 450.105 Cooperative Corporations; Purchase Of Business; Payment, Methods.
Same; purchase of business of another corporation. Whenever any cooperative corporation shall purchase the business of another corporation, firm or person or persons, it...
Section 450.106 Cooperative Corporations; Distribution Of Dividends; Reserves; Distribution Of Cooperative Dividends; Determining Annual Privilege Fee.
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%...
Section 450.107 Cooperative Corporations; Surplus Earnings, Distribution; Failure, Penalty.
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...
Section 450.108 Cooperative Corporations; Dealing In Commodities; Contracts, Agreements.
Same; contracts and agreements. Every cooperative corporation engaged in buying, handling, selling or dealing in farm produce or other agricultural products, canned goods, or...
Section 450.109 Cooperative Corporations; Breach Of Contract; Encouragement Prohibited; Penalty.
Same; persons liable for damage for encouraging breach of contracts and agreements. Any person, firm, or corporation who solicits or persuades or permits or...
Section 450.117-450.132a Repealed. 1982, Act 162, Eff. Jan. 1, 1983.
Compiler's Notes: The repealed sections pertained to nonprofit corporations generally.
Section 450.133 Incorporation Of Fraternal Or Secret Societies; Parent Lodge.
Incorporation of fraternal, etc., societies. Any number of persons, not less than 3, may become incorporated for the purpose of forming a secret society...
Section 450.134 Parent Corporations; Articles Of Incorporation.
Parent lodge; articles of incorporation. If such society or lodge shall be intended to operate as a state jurisdiction of a lodge or society...
Section 450.135 Parent Corporations; Ritual, Rules; Subordinate Lodges, Chartering.
Same; ritual, and rules; chartering of subordinate lodges. Every such parent corporation shall have the right to prescribe the ritual to be used in...
Section 450.136 Parent Corporations; Supervision, Subordinate Lodge.
Same; supervision of subordinate lodges. Every such parent corporation shall have the right to superintend, visit, instruct and guide its subordinate lodges and jurisdictions,...
Section 450.137 Parent Corporations; Management, Secretary.
Same; management, secretary. The fiscal and business affairs of every such parent corporation shall be managed by such executive officers, committees, directors or trustees...
Section 450.138 Parent Corporations; Name, Regulations.
Same; name. No such parent corporation shall assume a name already in use by any other corporation, lodge, or society incorporated under the laws...
Section 450.139 Parent Corporations; Powers As To Property.
Same; powers in relation to property. Every such parent corporation shall have power to hold in fee or otherwise, such real estate, and to...
Section 450.140 Parent Corporations; Government, Representative Form; First Annual Meeting.
Same; representative form of government; first annual meeting. Every such parent corporation shall adopt a representative form of government, under which form the subordinate...
Section 450.141 Parent Corporations; Annual Meeting, Powers.
Same; powers at annual meeting. The annual convention, conclave or meeting of every such parent corporation when duly called to order, shall have power...
Section 450.142 Local Lodges; Purpose.
Local lodges; purpose. Any number of persons who are members in good standing in any lodge incorporated as a parent society or lodge within...
Section 450.143 Local Lodges; Articles Of Incorporation.
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...
Section 450.144 Local Lodges; Powers As To Property; Parent Corporation, Supervision.
Same; powers in relation to property. Every such local lodge shall have the same right to hold, own and dispose of property, both real...
Section 450.145 Local Lodges; Officers, Representatives.
Same; officers and representatives. Every such local lodge or society shall have such officers, committees, trustees and agents as their articles may prescribe, who...
Section 450.146 Parent Or Local Lodges; Powers Of Non-profit Corporation.
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...
Section 450.147 Parent Or Local Lodges; Relief Funds, Raising, Payment From Treasury.
Same; relief funds, etc. Every such lodge whether parent or local shall have authority to make provision for the visitation of the sick and...
Section 450.148 Trustee Corporations; Definition.
Trustee corporations; definition. Corporations may be formed to carry out the terms of any written declaration, deed or testament making donations, grants, gifts or...
Section 450.149 Trustee Corporations; Trustees, Vesting Of Property; Trust Instrument, Definition.
Same; vesting of property in trustees; trust instrument defined. In any case mentioned in the foregoing section where property, whether real, personal, or mixed,...
Section 450.150 Trustee Corporations; Articles Of Incorporation.
Same; articles of incorporation. The articles shall, in addition to other requirements made in this act, state: (a) The nature of the business, if...
Section 450.151 Trustee Corporations; Officers.
Same; officers. Every trustee corporation shall have officers corresponding to those prescribed for corporations generally in this act, appointed or elected as such trustees...
Section 450.152 Trustee Corporations; Powers As To Property.
Same; powers in relation to property. Unless otherwise prohibited or not contemplated in the trust instrument, such trustee corporation may by gift, grant, devise...
Section 450.153 Trustee Corporations; Property And Funds, Use, Investments.
Same; use of property and funds; investments. The property and funds of every trustee corporation shall be faithfully and exclusively used for the purposes...
Section 450.154 Trustee Corporations; Trustees, Vacancy, Filling.
Same; vacancy; among trustees, filling. In any case where the trust instrument fails to provide for the filling of vacancies among the trustees due...
Section 450.155 Trustee Corporations; Circuit Courts, Petition; Jurisdiction Of Court.
Same; petition of trustees to circuit court; jurisdiction of court. In any case where the trustees of any such trustee corporation are in honest...
Section 450.156 Trustee Corporations; Act Amendment Of Trustee Agreement.
Same; amendment of trust agreement. If the donor or grantor in any such trust instrument, shall desire to alter, amend, enlarge or restrict the...
Section 450.157 Trustee Corporation; Hospitals; Asylums; Trustee Instrument; Indenturing Or Apprenticing Destitute Or Foundling Children; Withdrawal.
(1) In all cases where lands, or any other property, amounting in value to $5,000.00 or more, have been or are given, granted, devised,...
Section 450.158 Trustee Corporations; Hospital, Asylum, Charitable Institution; Gifts, Acceptance.
Same; hospital; asylum, or other charitable institution. Whenever there shall exist any hospital, asylum, home for the care of indigent, aged or infirm persons,...
Section 450.159 Church Trustee Corporations; Trustees, Election, Number; Certification Of Election.
Church trustee corporations; election of trustees. When there is organized within this state any presbytery, diocesan convention, diocese, synod, conference, district or other organization,...
Section 450.159a Church Trustee Corporations; Trustees, Increase, Decrease; Resolutions, Adoption; Meetings, Terms; Additional Trustee, Election.
Notwithstanding any provision or statement contained in the articles or statement of incorporation of any corporation formed or now existing under section 159, such...
Section 450.160 Church Trustee Corporations; Trustees, Vacancy, Filling.
Same; vacancy among trustees, filling. Elections of trustees of church trustee corporations to fill the places of those whose terms of office expire shall...
Section 450.161 Church Trustee Corporations; Powers As To Property.
Same; powers in relation to property. Trustees of church trustee corporations may, in their corporate name, take and hold all property, real and personal,...
Section 450.162 Church Trustee Corporations; Investment, Powers, Certificate.
Same; powers of investment. Trustees of church trustee corporations may, in their corporate name, invest and reinvest the property in their hands and under...
Section 450.163-450.167 Repealed. 1982, Act 162, Eff. Jan. 1, 1983.
Compiler's Notes: The repealed sections pertained to foundations generally.
Section 450.167a Henry Ford Trade School; Dissolution; Cancellation Of Franchise; Assets, Disposal, Sale; Debts, Payment; Retirement Program; Payment Of Dissolution Charges; Certificate, Filing, Contents.
(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...
Section 450.168 Repealed. 1982, Act 162, Eff. Jan. 1, 1983.
Compiler's Notes: The repealed section pertained to the applicability of provisions of act relating to foundations.
Section 450.169 Corporations To Provide Student Aid.
Same; corporations to provide student aid. Any corporation heretofore or hereafter organized for the purpose of providing scholarships in the University of Michigan or...
Section 450.170 Educational Corporations; Incorporation.
Any number of persons, not less than 3, may incorporate for the purpose of conducting a school, academy, seminary, college or other institution of...
Section 450.171 Educational Corporations; Classification; Religious College Not Included; Filing Of Articles Of Incorporation; Statement; Guaranteed Annual Income As Credit To Capital; Use Of "College", "University", Or "Junior College" As Name; Expansion Of Program.
(1) For the purposes of this act, educational corporations are classified as 1 of the following: (a) Class w: those having a capital of...
Section 450.172 Educational Foundations; Colleges, Establishment.
(a) Educational corporations of class (w) as defined in section 171 of this act shall have authority to establish and conduct general colleges for...
Section 450.173 Educational Foundations; Articles Of Incorporation, Contents, Amendment.
Same; articles of incorporation. The articles of every educational corporation shall clearly set forth the educational system of the institution to be founded and...
Section 450.174 Educational Foundations; Property, Acceptance; Government.
Same; acceptance of property. The directors or trustees of any such educational corporation may accept gifts, devises, legacies or bequests, of personal or real...
Section 450.175 Educational Foundations; Board Of Directors, Trustees; Powers.
Same; powers of board of directors or trustees. The control of the business and secular affairs of every such educational corporation shall be vested...
Section 450.176 Educational Corporations; Holders Of Diplomas Or Certificates; Privilege Or Immunity.
A diploma, certificate of graduation, or other evidence of attendance at an educational corporation entitles the lawful recipient to all the privileges and immunities...
Section 450.177 Educational Foundations; Inspection By State Board Of Education, Time; Annual Report, Contents.
Same; inspection by state board of education; annual report. Every such educational corporation shall be visited and inspected by the state board of education,...
Section 450.178 Ecclesiastical Corporations; Incorporation; Purpose.
Ecclesiastical corporations. Any number of persons, not less than 3, may incorporate for the purpose of establishing any church organization for the purpose of...
Section 450.179 Ecclesiastical Corporations; Articles Of Incorporation.
Same; articles of incorporation. The articles of any such ecclesiastical corporation shall be executed by the incorporators and shall follow the form prescribed in...
Section 450.180 Ecclesiastical Corporations; Articles, Execution, Contents; Receivership; Unclaimed Property, State.
Same; execution and contents of articles; receivership; unclaimed property to escheat to state. Excepting as herein otherwise provided, such articles shall be executed, acknowledged,...
Section 450.181 Ecclesiastical Corporations; By-laws.
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...
Section 450.182 Ecclesiastical Corporations; Articles, Amendment Procedure.
The articles of any such ecclesiastical corporation may be amended at any meeting of the members of such corporation called for that purpose pursuant...
Section 450.183 Ecclesiastical Corporations; Powers As To Property.
Same; powers in relation to property. Where no other special provision inconsistent herewith is made in sections 178 to 185, both inclusive, of this...
Section 450.184 Ecclesiastical Corporations; Gifts, Acceptance, Investment.
Any ecclesiastical corporation incorporated in this state may receive, hold, and use gifts or bequests of money or other property for any special religious,...
Section 450.184a Organization And Operation Of Religious College By Ecclesiastical Corporation.
(1) An ecclesiastical corporation that meets all of the following criteria may organize and operate a religious college under this section: (a) The ecclesiastical...
Section 450.185 Ecclesiastical Corporations; Powers Of Church Unrestricted.
Same; powers of churches not restricted. Nothing in this act contained shall be construed as limiting or restricting the rights, powers, privileges, immunities or...
Section 450.186 Ecclesiastical Corporations; Sunday School, Religious Society; Incorporation.
Same; Sunday school or religious societies. Any 3 or more persons may incorporate a Sunday school society, or other special religious society or union,...
Section 450.186a Public Building Corporations; Incorporation; Contracts With State Administrative Board, Legislature's Approval.
Any number of persons, not less than 3, may become incorporated as a public building corporation for the purpose of constructing, operating and maintaining...
Section 450.186b Public Building Corporations; Powers As To Property; State Contracts, Leases; Bonds; By-laws.
Every such public building corporation shall have power to take and hold by bequest, devise, gift, purchase or lease, either absolutely or in trust,...
Section 450.186c Public Building Corporations; Non-profit Provisions, Applicability; Administration Of Property And Accumulation; Rent To State; Fees, Purpose.
Every such corporation shall be a nonprofit corporation and subject to the provisions of this act relating to nonprofit corporations except as specifically otherwise...
Section 450.186d Public Building Corporations; Trustees, Number, Terms, Compensation; Members, Term, Admission.
The trustees of every such corporation shall provide in the articles the terms and the manner in which members may be admitted. The affairs...
Section 450.186e Public Building Corporations; Winding Up Affairs By Legislature; Property, Conservation, Disposition.
Should any such corporation cease to operate or become unable to usefully serve the purpose of its organization, the legislature may by law provide...
Section 450.187 Repealed. 1965, Act 161, Imd. Eff. July 15, 1965.
Compiler's Notes: The repealed section pertained to reincorporation of foreign corporations.
Section 450.187a Repealed. 1970, Act 66, Imd. Eff. July 10, 1970.
Compiler's Notes: The repealed section pertained to incorporation of foreign corporations.
Section 450.187b Repealed. 1972, Act 284, Eff. Jan. 1, 1973.
Compiler's Notes: The repealed section pertained to payment of franchise and issuance fees upon merger or consolidation of corporations.
Section 450.188, 450.189 Repealed. 1982, Act 162, Eff. Jan. 1, 1983.
Compiler's Notes: The repealed sections pertained to corporations incorporated under this act and to applicability of act to existing corporations.
Section 450.190 Catchline Headings Of Sections Not Part Of Act.
Catchline headings of sections not part of act. The catchline headings of sections of this act shall in no way be considered to be...
Section 450.191 Repeal Of Acts And Parts Of Acts; Mcl 450.631 And 450.632 Inapplicable To Corporations Governed By This Act.
Repeal. The following acts and parts of acts amendatory thereto, are hereby repealed: Act 84, Public Acts 1921; Act 20, Public Acts 1921, First...
Section 450.192 Saving Clause.
Saving clause. This act shall not impair or affect any act done, offense committed or right accruing, accrued, or acquired, or liability, penalty, forfeiture...

Last modified: October 10, 2016