Michigan Compiled Laws
Chapter 450 - Corporations
Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)

Section 450.4104 - Documents; Filing; Delivery; Endorsement; Returning Copy; Inspection by Public; Copies Admissible in Evidence; Effective Date; Form; Fees. - Sec. 104. (1) A document required or permitted to be...

Section 450.4105 - Failure to Promptly File Document; Notice of Refusal to File; Judicial Review. - Sec. 105. (1) If the administrator fails promptly to file...

Section 450.4106 - Documents; Inaccurate Record or Defective Execution; Certificate of Correction; Filing; Signature; Contents; Effective Date of Corrected Document. - Sec. 106. (1) If a document relating to a domestic...

Article 2 - (450.4201...450.4216)

Section 450.4201 - Limited Liability Company; Purpose. - Sec. 201. A limited liability company may be formed under...

Section 450.4202 - Limited Liability Company; Formation; Filing as Evidence That All Conditions Performed; Exception; Duration. - Sec. 202. (1) One or more persons, who may or...

Section 450.4203 - Articles of Organization; Contents. - Sec. 203. (1) The articles of organization shall contain all...

Section 450.4204 - Limited Liability Company; Low-Profit Limited Liability Company; Name; Requirements; Rights. - Sec. 204. (1) Except as provided in subsection (2), the...

Section 450.4204a - Limited Liability Company Licensed as Nursing Home; Use of Terms. - Sec. 204a. A limited liability company formed or existing under...

Section 450.4205 - Reserving Right to Use of Name; Application; Transfer of Right. - Sec. 205. (1) A person may reserve the right to...

Section 450.4206 - 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 Su... - Sec. 206. (1) A domestic or foreign limited liability company...

Section 450.4207 - Maintaining Registered Office and Resident Agent; Service of Process, Notice, or Demand; Appointment of Agent; Annual Statement; Service of Process by Mail. - Sec. 207. (1) Each domestic limited liability company and foreign...

Section 450.4207a - Certificate of Good Standing. - Sec. 207a. (1) Except as provided in this section, and...

Section 450.4208 - Resident Agent; Resignation; Notice; Appointment of Successor; Termination of Appointment. - Sec. 208. (1) A resident agent of a limited liability...

Section 450.4209 - Changing Registered Office or Resident Agent; Statement; Filing; Contents; Changing Business or Residence Address of Resident Agent. - Sec. 209. (1) A domestic limited liability company or foreign...

Section 450.4210 - Limited Liability Company; Powers. - Sec. 210. Subject to the limitations provided in this act,...

Section 450.4211 - Validity of Action or Transfer of Property; Asserting Lack of Capacity or Power. - Sec. 211. An act of a limited liability company and...

Section 450.4212 - Interest Rate; Agreement. - Sec. 212. A domestic or foreign limited liability company, whether...

Section 450.4213 - Registered Office or Principal Place of Business; Documents Required to Be Kept. - Sec. 213. A limited liability company shall keep at its...

Section 450.4214 - Conflict Between Articles of Organization and Operating Agreement. - Sec. 214. If there is a conflict between the articles...

Section 450.4215 - Operating Agreement Unenforceable. - Sec. 215. An operating agreement of a limited liability company...

Section 450.4216 - Limited Liability Company; Powers. - Sec. 216. Except as otherwise provided in an operating agreement,...

Article 3 - (450.4301...450.4308)

Section 450.4301 - Members; Contribution. - Sec. 301. (1) A contribution of a member to a...

Section 450.4302 - Promise by Member to Contribute; Enforcement; Obligation to Perform; Rights of Company; Compromising Obligation; Enforcement by Creditor of Original Member's Obligation. - Sec. 302. (1) A promise by a member to contribute...

Section 450.4303 - Distribution of Assets; Allocation; Manner; Basis. - Sec. 303. (1) Distributions of cash or other assets of...

Section 450.4304 - Distribution; Conditions for Receiving. - Sec. 304. (1) Except as otherwise provided in this act...

Section 450.4305 - Distributions to Withdrawing Member. - Sec. 305. Until the effective date of withdrawal, a withdrawing...

Section 450.4306 - Distributions; Demand, Acceptance, and Receipt of Distribution; Form. - Sec. 306. Except as provided in an operating agreement, a...

Section 450.4307 - 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 Equ... - Sec. 307. (1) Except as otherwise provided in subsection (5),...

Section 450.4308 - Distribution; Violating Operating Agreement or MCL 450.4307; Liability of Members or Managers; Presumption of Assent; Knowledge of Violation; Contribution; Commencement of Proceeding. - Sec. 308. (1) A member or manager that votes for...

Article 4 - (450.4401...450.4409)

Section 450.4401 - Management Vested in Members. - Sec. 401. Unless the articles of organization state that the...

Section 450.4402 - Managers; Delegation; Qualifications; Number; Notice of Delegation. - Sec. 402. (1) The articles of organization may provide that...

Section 450.4403 - Managers; Selection; Vote; Removal; Notice. - Sec. 403. (1) A vote of a majority in interest...

Section 450.4404 - Managers; Duties; Action for Failure to Perform Duties. - Sec. 404. (1) A manager shall discharge the duties of...

Section 450.4405 - Managers; Voting Requirements. - Sec. 405. (1) Except as otherwise provided in the articles...

Section 450.4406 - Manager as Agent. - Sec. 406. A manager is an agent of the limited...

Section 450.4407 - Managers; Eliminating or Limiting Liability; Exceptions. - Sec. 407. A provision in the articles of organization or...

Section 450.4408 - Repealed. 2010, Act 290, Imd. Eff. Dec. 16, 2010. - Compiler's Notes: The repealed section pertained to indemnification of manager...

Section 450.4409 - Manager or Agent With Interest in Company; Effect; Majority Vote by Members With No Interest in Transaction; Claims. - Sec. 409. (1) Except as otherwise provided in an operating...

Article 5 - (450.4501...450.4515)

Section 450.4501 - Members; Admission; Liability for Acts, Debts, or Obligations. - Sec. 501. (1) A person may be admitted as a...

Section 450.4502 - Members; Voting Rights. - Sec. 502. (1) An operating agreement may establish and allocate...

Section 450.4503 - Members; Obtaining Certain Financial Statements and Tax Returns; Inspecting and Copying Records; Obtaining Other Information; Formal Accounting of Company's Affairs. - Sec. 503. (1) Upon written request of a member, a...

Section 450.4504 - Membership Interest as Personal Property. - Sec. 504. (1) A membership interest is personal property and...

Section 450.4505 - Membership Interest; Assignment; Liability of Assignee; Assignor as Member; Liability of Assignor Not Released. - Sec. 505. (1) Except as provided in an operating agreement,...

Section 450.4506 - Assignee of Membership Interest; Conditions for Membership; Rights and Powers; Liability for Obligations of Assignor. - Sec. 506. (1) Unless otherwise provided in an operating agreement,...

Section 450.4507 - 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. - Sec. 507. (1) If a court of competent jurisdiction receives...

Section 450.4508 - Encumbrance Against Membership Interest; Effect. - Sec. 508. Unless otherwise provided in an operating agreement, the...

Section 450.4509 - Withdrawal of Member; Distribution; Expulsion. - Sec. 509. (1) A member may withdraw from a limited...

Section 450.4510 - Commencement and Maintenance of Civil Suit by Company; Conditions. - Sec. 510. A member may commence and maintain a civil...

Section 450.4511 - Investigation of Allegations; Stay of Derivative Proceeding. - Sec. 511. If the limited liability company commences an investigation...

Section 450.4512 - Dismissal of Derivative Proceeding; Findings; Burden of Proof; Determination; “Disinterested” Defined. - Sec. 512. (1) The court shall dismiss a derivative proceeding...

Section 450.4513 - Discontinued or Settled Derivative Proceeding; Court Approval Required; Notice; Expense. - Sec. 513. A derivative proceeding may not be discontinued or...

Section 450.4514 - Termination of Derivative Proceeding; Court Order. - Sec. 514. If a derivative proceeding is terminated, the court...

Section 450.4515 - Action in Circuit Court; Grounds; Order or Grant of Relief; “Willfully Unfair and Oppressive Conduct” Defined. - Sec. 515. (1) A member of a limited liability company...

Article 6 - (450.4601...450.4604)

Section 450.4601 - Articles of Organization; Amendment. - Sec. 601. A limited liability company may amend its articles...

Section 450.4602 - Articles of Organization; Conditions Requiring Amendment. - Sec. 602. A limited liability company shall amend its articles...

Section 450.4603 - Articles of Organization; Certificate of Amendment; Filing; Contents. - Sec. 603. The articles of organization are amended by filing...

Section 450.4604 - Restated Articles of Organization. - Sec. 604. (1) A limited liability company may integrate into...

Article 7 - (450.4701...450.4709)

Section 450.4701 - Domestic Limited Liability Companies; Merger; Plan. - Sec. 701. (1) Two or more domestic limited liability companies...

Section 450.4702 - Merger; Approval of Plan by Members; Withdrawal and Distribution. - Sec. 702. (1) A plan of merger shall be submitted...

Section 450.4703 - Plan of Merger; Execution; Certificate; Contents and Effectiveness. - Sec. 703. (1) After a plan of merger is approved,...

Section 450.4704 - Merger; Provisions. - Sec. 704. When a merger takes effect, all of the...

Section 450.4705 - Merger of Foreign Limited Liability Companies With Domestic Limited Liability Companies; Conditions; Compliance and Liability of Surviving Company. - Sec. 705. (1) One or more foreign limited liability companies...

Section 450.4705a - Definitions; Merger of Domestic Limited Liability Companies With Business Organizations. - Sec. 705a. (1) As used in this section: (a) "Business...

Section 450.4706 - Abandoning Plan of Merger; Procedure. - Sec. 706. (1) Unless a plan of merger provides otherwise,...

Section 450.4707 - Conversion of Domestic Partnership or Domestic Limited Partnership to Limited Liability Company. - Sec. 707. (1) A domestic partnership or domestic limited partnership...

Section 450.4708 - Conversion Into Business Organization; Requirements; Effectiveness of Certificate of Conversion; Foreign Business Organization as Surviving Business Organization; "Business Organization" and "Entity" Defined. - Sec. 708. (1) A domestic limited liability company may convert...

Section 450.4709 - Conversion of Business Organization Into Domestic Limited Liability Company; Requirements; Effectiveness of Certificate of Conversion. - Sec. 709. (1) A business organization may convert into a...

Article 8 - (450.4801...450.4808)

Section 450.4801 - Dissolution and Winding Up; Conditions. - Sec. 801. A limited liability company is dissolved and its...

Section 450.4802 - Dissolution; Decree by Circuit Court. - Sec. 802. Upon application by or for a member, the...

Section 450.4803 - Dissolution; Action by Attorney General; Grounds; Other Actions Not Excluded. - Sec. 803. (1) The attorney general may bring an action...

Section 450.4804 - Certificate of Dissolution; Filing; Contents. - Sec. 804. (1) When it begins winding up its affairs,...

Section 450.4805 - Winding Up by Managers, Members, or Circuit Court; Procedures; Right to Maintain Actions. - Sec. 805. (1) Except as otherwise provided in the articles...

Section 450.4806 - Dissolution; Notice to Existing Claimants; Contents; Validity of Claim Not Recognized; Claims Barred Under Certain Conditions; “Existing Claim” Defined; Effective Date of Notice. - Sec. 806. (1) The dissolved limited liability company may notify...

Section 450.4807 - Dissolution; Publication of Notice; Requirements; Commencing Proceeding to Enforce Claims; Claimants With Known Existing Claims Not Receiving Notice. - Sec. 807. (1) A dissolved limited liability company may also...

Section 450.4808 - Winding Up; Distribution of Assets; Order; Filing Tax Returns and Paying Tax Obligations. - Sec. 808. (1) Upon the winding up of a limited...

Article 9 - (450.4901...450.4910)

Section 450.4901 - Limited Liability Company; Rendering Professional Services; Applicability of Article. - Sec. 901. (1) A limited liability company formed to render...

Section 450.4902 - Definitions. - Sec. 902. As used in this article: (a) "Licensed person"...

Section 450.4903 - Professional Limited Liability Company; Purpose Stated in Articles of Organization; Name. - Sec. 903. (1) One or more licensed persons may organize...

Section 450.4904 - Rendering Professional Services; Organization of Professional Liability Company or Professional Limited Liability Company; License or Legal Authorization of Persons Required. - Sec. 904. (1) Except as provided in this section or...

Section 450.4905 - 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. - Sec. 905. (1) A professional limited liability company shall not...

Section 450.4906 - Disqualification, Restriction, or Limitation on Persons Rendering Professional Service; Severing Employment and Financial Interest; Noncompliance. - Sec. 906. If a member, manager, employee, or agent of...

Section 450.4907 - Professional Limited Liability Company; Prohibited Activities; Exception. - Sec. 907. (1) A professional limited liability company shall not...

Section 450.4908 - Sale or Transfer of Membership Interest; Restrictions. - Sec. 908. (1) A membership interest in a professional limited...

Section 450.4909 - Annual Report; Filing Fee; Penalty for Late Filing. - Sec. 909. (1) In addition to the annual statement required...

Section 450.4910 - Merger; Limitation. - Sec. 910. A professional limited liability company may merge only...

Article 10 - (450.5001...450.5010)

Section 450.5001 - Foreign Limited Liability Company; Laws of Jurisdiction. - Sec. 1001. Subject to the constitution of this state, the...

Section 450.5002 - Transacting Business; Certificate of Authority by Foreign Limited Liability Company Required; Application; Filing; Contents. - Sec. 1002. Before transacting business in this state, a foreign...

Section 450.5003 - Certificate of Authority; Issuance; Powers, Rights, and Privileges of Foreign Limited Liability Company. - Sec. 1003. (1) If the administrator finds that an application...

Section 450.5004 - Certificate of Authority; Satisfaction of MCL 450.4204 Required for Issuance. - Sec. 1004. The department shall not issue a certificate of...

Section 450.5005 - Inaccurate Application; Correcting Statement; Certificate; Exception; Survivor of Merger; Certificate Attesting to Merger; Annual Statement. - Sec. 1005. (1) If any statement in the application for...

Section 450.5006 - Certificate of Withdrawal; Contents, Form, Manner, and Execution of Application. - Sec. 1006. (1) A foreign limited liability company authorized to...

Section 450.5007 - Foreign Limited Liability Company; Transacting Business Without Certificate of Authority. - Sec. 1007. (1) A foreign limited liability company transacting business...

Section 450.5008 - Activities Not Considered to Be Transacting Business in State; Applicability of Section to Other State Laws. - Sec. 1008. (1) Without excluding other activities that may not...

Section 450.5009 - Making or Purchasing Loans or Participation or Interest in Loans. - Sec. 1009. (1) A foreign limited liability company may acquire...

Section 450.5010 - Maintaining Action to Restrain by Attorney General. - Sec. 1010. The attorney general may maintain an action to...

Article 11 - (450.5101...450.5200)

Section 450.5101 - Filing Fees; Deposit; Use; Charges for Certifying or Copying Files or Records; Dishonored Checks; Form of Payment; Waiver; Veteran. - Sec. 1101. (1) The fees to be paid to the...

Section 450.5102 - Effect of Actions by Legislature. - Sec. 1102. This act may be supplemented, altered, amended, or...

Section 450.5103 - Interest as Security. - Sec. 1103. An interest in a limited liability company to...

Section 450.5200 - Effective Date. - Sec. 1200. This act shall take effect June 1, 1993....

<< Previous

Michigan Compiled Laws Chapter 450 - Corporations Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)

Michigan Compiled Laws
Chapter 450 - Corporations
Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)