Michigan Compiled Laws 162-1982-3 Chapter 3 (450.2301...450.2392)

• Section 450.2301 Payment Or Distribution Of Assets, Income, Or Profit; Conferring Benefits On Shareholders Or Members; Transfer Of Money Or Property To Or For Benefit Of Directors Or Officers; Dividends Or Distributions To Shareholders Or Members; Corporation Charging Fees Or Prices For Services Or Products; Use, Conveyance, Or Distribution Of Assets Held By Corporation For Noncharitable Purposes; Prohibition.
  (1) A payment or distribution of any part of the assets, income, or profit of a corporation shall conform to the purposes of the...
• Section 450.2302 Corporation Organized Upon Nonstock Basis.
  A corporation shall be organized upon a stock or nonstock basis. A corporation organized upon a nonstock basis shall be organized upon a membership...
• Section 450.2303 Corporation Organized On Stock Basis; Issuance Of Shares Authorized In Articles Of Incorporation; Rules Of Qualification And Government Of Shareholders.
  (1) A corporation that is organized on a stock basis may issue the number of shares authorized in its articles of incorporation. All of...
• Section 450.2303a Corporation Board Organized On Stock Basis; Amendment Of Articles Of Incorporation Deleting Reference To Par Value.
  The board of a corporation that is organized on a stock basis by resolution may adopt and file an amendment of the articles of...
• Section 450.2303b Conversion Of Shares Into Shares Of Any Class Or Bonds; Conversion Of Bonds Into Other Bonds Or Shares; Authorization Of Board To Increase Authorized Shares.
  (1) If provided in the articles of incorporation, and subject to the restrictions in sections 301 and 303c, a corporation may issue shares that...
• Section 450.2303c Issuance Of Bonds Convertible Into Shares Or Shares Convertible Into Other Shares Of Corporation; Condition; Cancellation Of Converted Bonds; Restoration Of Converted Shares.
  (1) A corporation shall not issue bonds that are convertible into shares or shares convertible into other shares of a corporation unless 1 of...
• Section 450.2303d Shares Redeemable In Cash, Bonds, Securities, Or Other Property; Prices And Conditions.
  The articles of incorporation may provide for 1 or more classes of shares that are redeemable, in whole or in part, at the option...
• Section 450.2304 Corporation Organized On Membership Basis; Provisions Of Articles Or Bylaws; Rights, Preferences, And Limitations Of Or On 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.
  (1) Except as otherwise provided in this act, the articles of incorporation or bylaws of a corporation organized on a membership basis may prescribe...
• Section 450.2305 Corporation Organized On Directorship Basis; Members; Voting; Matters Subject To Action By Board Of Directors.
  (1) A corporation that is organized on a directorship basis may or may not have members. If a corporation that is organized on a...
• Section 450.2307 Subscription For Shares Or Membership; Enforceability; Irrevocability; Acceptance; Consent To Revocation; Subscription Agreement.
  (1) A subscription for shares or membership made before or after a corporation is formed is not enforceable unless it is in writing and...
• Section 450.2308 Subscription For Shares Or Membership; Payment; Installments; Call For Payment Ratable; Retention Of Security Interest As Security For Performance By Subscriber.
  Unless otherwise provided in the subscription agreement: (a) A subscription for shares or for membership made before or after formation of a corporation shall...
• Section 450.2309 Default In Payment Of Amount Due Under Subscription Agreement; Rights And Duties Of Corporation; Limiting And Adding To Rights And Remedies Of Corporation.
  (1) If a subscriber defaults in payment of an installment or call or other amount due under a subscription agreement, including an amount that...
• Section 450.2310 Rescission Of Subscription Under Which Part Of Shares Issued And In Which Security Interest Retained As Cancellation Of Shares.
  Rescission by a corporation of a subscription under which a part of the shares subscribed for have been issued and in which the corporation...
• Section 450.2311 Fees Or Dues Required As Condition Of Shareholding Or Membership; Fixing; Enforcement.
  A corporation may fix in the bylaws, or the bylaws may authorize the board to fix, an amount as fees or dues which shareholders...
• Section 450.2312 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
  Compiler's Notes: The repealed section pertained to issuance of shares by corporation organized on stock bases.
• Section 450.2313 Corporation, Foreign Corporation, Business Corporation, Foreign Business Corporation, Limited Liability Company, 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.
  (1) Except as otherwise provided in the articles of incorporation or the bylaws, corporations, foreign corporations, business corporations, foreign business corporations, limited liability companies,...
• Section 450.2314 Corporation Organized On Stock Basis; Issuance Of Shares; Powers.
  (1) All of the following apply to the issuance of shares by a corporation that is organized on a stock basis: (a) The board...
• Section 450.2315 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
  Compiler's Notes: The repealed section pertained to consideration for issuance of shares.
• Section 450.2317 Person Purchasing Shares Of Corporation; Person Holding Stock Or Membership In Fiduciary Or Representative Capacity; Person Becoming Assignee, Transferee, Or Pledgee Of Shares Or Membership; Liability.
  (1) A person that purchases shares of a corporation from the corporation or purchases a membership in a corporation is not liable to the...
• Section 450.2327 Charges And Expenses Of Organization Or Reorganization; Sale Or Underwriting Expenses And Compensation; Payment Or Allowance.
  The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting...
• Section 450.2331 Representation Of Shares By Certificates; Signatures Of Officers; Seal; Facsimiles.
  Except as provided in section 336, the shares of a corporation shall be represented by certificates that are signed by the chairperson of the...
• Section 450.2332 Certificate Representing Shares; Required Statements.
  (1) A certificate that represents shares issued by a corporation shall state on its face all of the following: (a) That the corporation is...
• Section 450.2334 Lost Or Destroyed Certificate; Issuance Of New Certificate; Bond.
  A corporation may issue a new certificate for shares or fractional shares in place of a certificate theretofore issued by it, alleged to have...
• Section 450.2336 Authorization Of Shares Without Certificates.
  (1) Unless the articles of incorporation or bylaws provide otherwise, the board of a corporation may authorize the issuance of some or all of...
• Section 450.2338 Issuing Fractions Of Shares; Powers Of Corporation; Providing Opportunity To Purchase Additional Fractions Of Share Or Scrip.
  (1) A corporation may issue fractions of a share and may do any 1 or more of the following: (a) Issue certificates for fractions...
• Section 450.2341a Issuance Of Shares Pro Rata And Without Consideration; Issuance Of Shares As Share Dividend; "Share Dividend" Defined.
  (1) Unless the articles of incorporation provide otherwise, a corporation may issue shares pro rata and without consideration to the corporation's shareholders or to...
• Section 450.2343 Preemptive Right Of Shareholder Of Corporation Organized On Stock Basis To Acquire Unissued Shares; Extent; Statement; Principles; "Shares" Defined.
  (1) The shareholders of a corporation organized on a stock basis do not have a preemptive right to acquire the corporation's unissued shares except...
• Section 450.2344 Acquisition Of Own Shares Or Memberships; Amendment Of Articles Of Incorporation.
  (1) Subject to restrictions imposed under this act or the articles of incorporation, a corporation that is organized on a stock or membership basis...
• Section 450.2345 Distributions To Shareholders Or Members.
  (1) A board may authorize and the corporation may make distributions to its shareholders or members that are permitted in section 301, subject to...
• Section 450.2361 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
  Compiler's Notes: The repealed section pertained to shares redeemable upon occurrence of specified event.
• Section 450.2363 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
  Compiler's Notes: The repealed section pertained to shares redeemable at option of shareholders in cash, bonds, or other property.
• Section 450.2365 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
  Compiler's Notes: The repealed section pertained to prohibiting purchase or redemption of own shares by corporation under certain conditions.
• Section 450.2371 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
  Compiler's Notes: The repealed section pertained to cancellation or retention of reacquired shares.
• Section 450.2391 Conferring Voting And Inspection Rights Upon Bond Holders; Signatures Of Officers.
  (1) A corporation, in its articles of incorporation, may confer upon the holders of bonds issued or to be issued by it, rights to...
• Section 450.2392 Applicability Of Chapter To Distributions Made In Dissolution Under Chapter 8.
  This chapter does not apply to distributions made in a dissolution under chapter 8. History: Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015

Last modified: October 10, 2016