Michigan Compiled Laws 284-1972-3 Chapter 3 Capital Structure And Corporate Finance (450.1301...450.1392)

• Section 450.1301 Issuance And Classes Of Shares; Rights, Preferences, And Limitations.
  (1) A corporation may issue the number of shares authorized in its articles of incorporation. The shares may be all of 1 class or...
• Section 450.1301a Amendment Deleting Reference To Par Value.
  The board by resolution may adopt and file an amendment of the articles of incorporation deleting any reference to par value. History: Add. 1989,...
• Section 450.1302 Class Of Shares; Division And Issuance In Series; Rights And Preferences; Certificate; Amendment Eliminating Series Of Shares.
  (1) If provided for in the articles of incorporation, a class of shares may be divided into and issued in series. The shares of...
• Section 450.1303 Convertible Shares And Bonds; Increase In Shares To Satisfy Conversion Privileges.
  (1) If the articles of incorporation provide, subject to restrictions in section 304, a corporation may issue shares convertible at the option of the...
• Section 450.1304 Convertible Shares And Bonds; Conditions To Issuance; Disposition Of Convertible Bonds Or Shares.
  (1) Bonds or shares convertible into shares of a corporation shall not be issued unless 1 of the following conditions is satisfied: (a) A...
• Section 450.1304a Redeemable Shares.
  The articles of incorporation may provide for 1 or more classes or series of shares which are redeemable, in whole or in part, at...
• Section 450.1305 Subscription For Shares.
  (1) A subscription for shares made before or after organization of a corporation is not enforceable unless in writing and signed by the subscriber....
• Section 450.1306 Subscription For Shares; Payment; Call; Security Interest.
  (1) Unless otherwise provided in the subscription agreement: (a) A subscription for shares made before or after organization of a corporation shall be paid...
• Section 450.1307 Subscription Agreement; Default In Payment; Rights And Duties Of Corporation.
  (1) In case of default in payment of an installment or call or other amount due under a subscription agreement, including an amount which...
• Section 450.1308 Cancellation Of Shares Upon Rescission Of Subscription.
  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• Section 450.1311, 450.1313 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed sections pertained to consideration for issuance of shares.
• Section 450.1314 Reservation Of Powers To Shareholders; Consideration For Authorized Issuance Of Shares; Determination Of Adequacy; Shares Fully Paid And Nonassessable; Rights And Privileges Of Subscriber.
  (1) The powers granted in this section to the board may be reserved to the shareholders by the articles of incorporation. (2) The board...
• Section 450.1315 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to payment of consideration for issuance of shares.
• Section 450.1317 Liability Of Purchaser, Holder, Subscriber, Assignee, Transferee, Pledgee, Or Shareholder.
  (1) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares...
• Section 450.1321 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to rights or options to purchase shares.
• Section 450.1327 Expenses Of Organization And Reorganization; Expenses Of Sale Or Underwriting Of Shares.
  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 450.1331 Share Certificates.
  Except as provided in section 336, the shares of a corporation shall be represented by certificates which shall be signed by the chairperson of...
• Section 450.1332 Share Certificates; Contents.
  (1) A certificate representing shares shall state upon its face all of the following: (a) That the corporation is formed under the laws of...
• Section 450.1334 Share Certificates; Loss Or Destruction; 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 450.1335 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to shares or securities listed on national securities exchange.
• Section 450.1336 Issuance Or Transfer Of Shares Without Certificates; Statement.
  (1) Unless the articles of incorporation or bylaws provide otherwise, the board may authorize the issuance of some or all of the shares of...
• Section 450.1338 Fractions Of Share Or Scrip.
  (1) A corporation may issue fractions of shares and may do 1 of the following: (a) Issue certificates for fractions of shares that entitle...
• Section 450.1341 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to consideration for shares as capital or capital surplus.
• Section 450.1341a Issuance Of Shares Pro Rata And Without Consideration; Share Dividend.
  (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...
• Section 450.1342 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to earned surplus and transfer of surplus.
• Section 450.1342a Rights, Options, Or Warrants.
  (1) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board shall determine...
• Section 450.1343 Preemptive Rights.
  (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...
• Section 450.1344 Acquisition Of Own Shares By Corporation; Shares As Authorized But Unissued; Reducing Number Of Authorized Shares If Reissuance Prohibited; Restriction On Acquisition.
  (1) Subject to restrictions imposed by this act or the articles of incorporation, a corporation may acquire its own shares and those shares constitute...
• Section 450.1345 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.
  (1) A board may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the...
• Section 450.1351-450.1367 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed sections pertained to dividends, purchase, or redemption of shares.
• Section 450.1368 Repealed. 1997, Act 118, Imd. Eff. Oct. 24, 1997.
  Compiler's Notes: The repealed section pertained to purchase by corporation of shares listed on national securities exchange from certain persons.
• Section 450.1371-450.1381 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed sections pertained to cancellation or retention of shares, and reduction of stated capital.
• Section 450.1391 Inspection And Voting Rights Of Bondholders; Facsimile Signatures.
  (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 450.1392 Chapter Inapplicable To Distributions In Dissolution.
  This chapter shall not apply to distributions in dissolution under chapter 8. History: Add. 1989, Act 121, Eff. Oct. 1, 1989

Last modified: October 10, 2016