Michigan Compiled Laws 284-1972-7 Chapter 7 Corporate Combinations And Dispositions (450.1701...450.1774)

• Section 450.1701 Merger Of Domestic Corporations; Adoption And Contents Of Plan Of Merger.
  (1) Two or more domestic corporations may merge into 1 of the corporations pursuant to a plan of merger approved in the manner provided...
• Section 450.1702 Plan Of Share Exchange; Approval; Contents; Power Of Corporation Not Limited.
  (1) A corporation may acquire all of the outstanding shares of 1 or more classes or series of another corporation pursuant to a plan...
• Section 450.1703 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to plan of merger or consolidation.
• Section 450.1703a Plan Of Merger Or Share Exchange; Approval.
  (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...
• Section 450.1704 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to authorization of merger.
• Section 450.1706 Merger With Domestic Or Foreign Corporation; Execution Of Certificate By Incorporators; Compliance.
  (1) A domestic corporation that has not commenced business, has not issued any shares, and has not elected a board may merge with any...
• Section 450.1707 Certificate Of Merger Or Share Exchange.
  (1) After a plan of merger or share exchange is approved, a certificate of merger or share exchange shall be executed and filed on...
• Section 450.1711 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.
  (1) A domestic corporation owning not less than 90% of the outstanding shares of each class of another domestic corporation or corporations may merge...
• Section 450.1712 Merger Of Parent And Subsidiary Corporations; Certificate Of Merger.
  (1) After a plan of merger is adopted as provided in section 711, a certificate of merger shall be executed and filed on behalf...
• Section 450.1713 Merger Of Parent And Subsidiary Corporations; Approval Of Shareholders.
  (1) Approval by shareholders of a subsidiary corporation shall be obtained pursuant to its articles of incorporation, if the articles require approval of a...
• Section 450.1721-450.1723 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed sections pertained to surviving or new corporation, the effect of merger or consolidation on articles of incorporation.
• Section 450.1724 Merger; Applicable Provisions; Share Exchange.
  (1) When a merger takes effect, all of the following apply: (a) Every other corporation party to the merger merges into the surviving corporation...
• Section 450.1731-450.1734 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed sections pertained to merger or consolidation of foreign and domestic corporations, and application of MCL 450.1704 to surviving domestic corporation.
• Section 450.1735 Foreign Corporations And Domestic Corporations; Merger Or Share Exchange; Compliance; Liability; Power Of Foreign Corporation Not Limited.
  (1) One or more foreign corporations may merge or enter into a share exchange with 1 or more domestic corporations if all of the...
• Section 450.1736 Merger Of Domestic Corporation With Business Organization.
  (1) As used in this section: (a) “Business organization” means a domestic or foreign limited liability company, limited partnership, general partnership, or any other...
• Section 450.1741 Abandonment Of Merger Or Share Exchange.
  At any time before the effective date of a certificate of merger or share exchange, the merger or share exchange may be abandoned, subject...
• Section 450.1745 Conversion Of Domestic Corporation Into Business Organization; Requirements; "Business Organization" And "Entity" Defined.
  (1) A domestic corporation may convert into a business organization if all of the following requirements are satisfied: (a) The conversion is permitted by...
• Section 450.1746 Conversion Of Business Organization Into Domestic Corporation; Requirements.
  (1) A business organization may convert into a domestic corporation if all of the following requirements are satisfied: (a) The conversion is permitted by...
• Section 450.1751 Disposition Of Corporate Property And Assets; Approval By Shareholders.
  (1) A corporation may take any of the following actions upon the terms and conditions and for a consideration, which may consist in whole...
• Section 450.1753 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.
  (1) Except as provided in section 751, a corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property...
• Section 450.1754 Rights Of Shareholders.
  Shareholders of a corporation that proposes to issue, directly or through a subsidiary, its shares, obligations, or securities in the course of a merger,...
• Section 450.1761 Definitions.
  As used in sections 762 to 774: (a) “Beneficial shareholder” means the person who is a beneficial owner of shares held by a nominee...
• Section 450.1762 Right Of Shareholder To Dissent And Obtain Payment For Shares.
  (1) A shareholder is entitled to dissent from, and obtain payment of the fair value of his, her, or its shares in the event...
• Section 450.1763 Rights Of Partial Dissenter; Assertion Of Dissenters' Rights By Beneficial Shareholder.
  (1) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his or her name only if he...
• Section 450.1764 Corporate Action Creating Dissenters' Rights; Vote Of Shareholders; Notice.
  (1) If proposed corporate action creating dissenters' rights under section 762 is submitted to a vote at a shareholders' meeting, the meeting notice must...
• Section 450.1765 Notice Of Intent To Demand Payment For Shares.
  (1) If proposed corporate action creating dissenters' rights under section 762 is submitted to a vote at a shareholders' meeting, a shareholder who wishes...
• Section 450.1766 Dissenters' Notice; Delivery To Shareholders; Contents.
  (1) If proposed corporate action creating dissenters' rights under section 762 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters'...
• Section 450.1767 Duties Of Shareholder Sent Dissenter's Notice; Retention Of Rights; Failure To Demand Payment Or Deposit Share Certificates.
  (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...
• Section 450.1768 Restriction On Transfer Of Shares Without Certificates; Retention Of Rights.
  (1) The corporation may restrict the transfer of shares without certificates from the date the demand for their payment is received until the proposed...
• Section 450.1768a Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
  Compiler's Notes: The repealed section pertained to referees.
• Section 450.1769 Payment By Corporation To Dissenter; Accompanying Documents.
  (1) Except as provided in section 771, within 7 days after the proposed corporate action is taken or a payment demand is received, whichever...
• Section 450.1770 Return Of Deposited Certificates And Release Of Transfer Restrictions; Effect Of Corporation Taking Proposed Action.
  (1) If the corporation does not take the proposed action within 60 days after the date set for demanding payment and depositing share certificates,...
• Section 450.1771 Election To Withhold Payment From Dissenter; Offer To Pay Estimated Fair Value Of Shares, Plus Accrued Interest; Statements; Explanation.
  (1) A corporation may elect to withhold payment required by section 769 from a dissenter unless he or she was the beneficial owner of...
• Section 450.1772 Demand For Payment Of Dissenter's Estimate Or Rejection Of Corporation's Offer And Demand For Payment Of Fair Value And Interest Due; Waiver.
  (1) A dissenter may notify the corporation in writing of his or her own estimate of the fair value of his or her shares...
• Section 450.1773 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.
  (1) If a demand for payment under section 772 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment...
• Section 450.1773a Referee; Appointment; Powers; Compensation; Duties; Objections To Report; Application To Court For Action; Adoption, Modification, Or Recommitment Of Report; Further Evidence; Judgment; Review.
  (1) In a proceeding brought pursuant to section 773, the court may, pursuant to the agreement of the parties, appoint a referee selected by...
• Section 450.1774 Costs Of Appraisal Proceeding.
  (1) The court in an appraisal proceeding commenced under section 773 shall determine all costs of the proceeding, including the reasonable compensation and expenses...

Last modified: October 10, 2016