Michigan Compiled Laws
Chapter 450 - Corporations
Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)

Section 450.1122 - References to Repealed Acts; Statutes Inapplicable to Corporations Defined in MCL 450.1106; Uniform Voidable Transactions Act Inapplicable to Distributions. - Sec. 122. (1) A reference in any statute of this...

Section 450.1123 - Applicability of Act Generally. - Sec. 123. (1) Unless otherwise provided in, or inconsistent with,...

Section 450.1125 - Applicability to Foreign Commerce, Interstate Commerce, and Federal Corporations. - Sec. 125. This act applies to commerce with foreign nations...

Section 450.1127 - Applicability to Existing Corporations; Saving Clause. - Sec. 127. (1) This act does not affect the duration...

Section 450.1129 - Amendment or Repeal of Act. - Sec. 129. This act may be supplemented, altered, amended or...

Section 450.1131 - Submission of Document; Delivery; Filing; Return of Copy or Original; Public Inspection; Maintaining Records or Files; Copies of Documents and Destroying Originals; Certified Reproduced Copy of Document as Evidence; Effective Date... - Sec. 131. (1) A document required or permitted to be...

Section 450.1132 - Filed Documents; Language, Form, Execution, and Contents. - Sec. 132. (1) A document filed with the administrator shall...

Section 450.1133 - Correction of Document Relating to Domestic or Foreign Corporation; Signing and Filing of Certificate of Correction; Contents of Certificate; Effective Date of Corrected Document. - Sec. 133. If a document relating to a domestic or...

Section 450.1141 - Corporate Action Without Notice or Lapse of Prescribed Time Period. - Sec. 141. When, under this act or the articles of...

Section 450.1142 - Notice or Communication Where Communication Unlawful or Where Notice or Communication Not Required; Statement. - Sec. 142. When a notice or communication is required to...

Section 450.1143 - Mailing Notice or Communication; Delivery; Electronic Transmission; "Address" Defined; Notice to Corporation's Resident Agent. - Sec. 143. (1) If a notice or communication is required...

Section 450.1151 - Failure to File Document; Notice; Refusing or Revoking Authorization of Foreign Corporation to Transact Business; Judicial Review. - Sec. 151. (1) If the administrator fails to promptly file...

284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275)

Section 450.1201 - Incorporators. - Sec. 201. (1) One or more persons may be the...

Section 450.1202 - Articles of Incorporation; Contents. - Sec. 202. The articles of incorporation shall contain all of...

Section 450.1204 - Articles of Incorporation; Provision as to Compromise, Arrangement, or Plan of Reorganization. - Sec. 204. The articles of incorporation may contain the following...

Section 450.1205 - Articles of Incorporation; Effect of Provision as to Compromise, Arrangement, or Plan of Reorganization. - Sec. 205. (1) When the provision of section 204 is...

Section 450.1209 - Articles of Incorporation; Permissible Provisions. - Sec. 209. (1) The articles of incorporation may contain any...

Section 450.1211 - Corporate Name; Required Words and Abbreviations. - Sec. 211. Except as provided in chapter 2A for a...

Section 450.1212 - Corporate Name; Conformity; Noncompliance of Corporate Name of Foreign Corporation as Bar to Certificate of Authority; Rights to Use of Corporate Name Not Created. - Sec. 212. (1) The corporate name of a domestic or...

Section 450.1213 - Assumption of Name Implying Banking, Insurance, Surety, or Trust Company; Prohibited Letters or Words; Corporation Licensed as Nursing Home; Use of Terms. - Sec. 213. (1) A corporation formed or existing under or...

Section 450.1215 - Corporate Name; Reservation of Right to Use; Transfer of Right. - Sec. 215. (1) A person may reserve the right to...

Section 450.1217 - Transacting Business Under Assumed Name; Certificate. - Sec. 217. (1) Except as provided in section 212 or...

Section 450.1221 - Beginning of Corporate Existence; Filing of Articles as Evidence. - Sec. 221. The corporate existence shall begin on the effective...

Section 450.1223 - Selection of Board; Adoption of Bylaws; First Meeting; Quorum; Election of Officers; Transaction of Business. - Sec. 223. Before or after filing of the articles of...

Section 450.1231 - Adoption, Amendment, or Repeal of Bylaws; Contents of Bylaws. - Sec. 231. The initial bylaws of a corporation shall be...

Section 450.1241 - Registered Office and Resident Agent Required; Address. - Sec. 241. (1) Each domestic corporation and each foreign corporation...

Section 450.1242 - Changing Registered Office or Resident Agent; Statement; Changing Address of Registered Office. - Sec. 242. (1) A domestic corporation or a foreign corporation...

Section 450.1243 - Resignation of Resident Agent. - Sec. 243. A resident agent of a domestic or foreign...

Section 450.1246 - Service of Process. - Sec. 246. (1) The resident agent appointed by a corporation...

Section 450.1251 - Formation of Corporation for Lawful Purpose; Exception; Aiding National Emergency. - Sec. 251. (1) A corporation may be formed under this...

Section 450.1261 - Corporate Powers. - Sec. 261. A corporation, subject to any limitation provided in...

Section 450.1271 - Asserting Lack of Corporate Capacity or Power. - Sec. 271. An act of a corporation and a transfer...

Section 450.1275 - Agreement to Pay Interest in Excess of Legal Rate; Defense of Usury Prohibited. - Sec. 275. A domestic or foreign corporation, whether or not...

284-1972-2A - Chapter 2a Professional Corporations (450.1281...450.1289)

Section 450.1281 - Incorporation as Professional Corporation. - Sec. 281. (1) A corporation must incorporate as a professional...

Section 450.1282 - Definitions. - Sec. 282. As used in this chapter: (a) "Licensed person"...

Section 450.1283 - Professional Corporation; Formation; Name. - Sec. 283. (1) Except as provided in this section, 1...

Section 450.1284 - Professional Corporation Subject to MCL 333.16101 to 333.18838. - Sec. 284. (1) Except as otherwise provided in subsection (2)...

Section 450.1285 - Professional Services; Licensure of Officers, Employee, and Agents; Other Laws; Liability. - Sec. 285. (1) A professional corporation shall not provide professional...

Section 450.1286 - Persons Required to Sever Employment With and Financial Interest in Professional Corporation; Exception; Failure to Comply With Section. - Sec. 286. (1) Subject to subsection (2), a person that...

Section 450.1287 - Professional Services; Limitation. - Sec. 287. (1) A professional corporation shall not engage in...

Section 450.1288 - Issuance of Capital Stock; Sale or Transfer of Shares; Voting Trust or Other Agreement; Redemption or Purchase of Shares. - Sec. 288. (1) A professional corporation shall not issue any...

Section 450.1289 - Professional Entity as Surviving Entity of Merger or Conversion. - Sec. 289. (1) A professional corporation that is the surviving...

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. - Sec. 301. (1) A corporation may issue the number of...

Section 450.1301a - Amendment Deleting Reference to Par Value. - Sec. 301a. The board by resolution may adopt and file...

Section 450.1302 - Class of Shares; Division and Issuance in Series; Rights and Preferences; Certificate; Resolution Eliminating Class or Series of Shares; Subsequent Resolution. - Sec. 302. (1) If provided for in the articles of...

Section 450.1303 - Convertible Shares and Bonds; Increase in Shares to Satisfy Conversion Privileges. - Sec. 303. (1) If the articles of incorporation provide, subject...

Section 450.1304 - Convertible Shares and Bonds; Conditions to Issuance; Disposition of Convertible Bonds or Shares. - Sec. 304. (1) Bonds or shares convertible into shares of...

Section 450.1304a - Redeemable Shares. - Sec. 304a. The articles of incorporation may provide for 1...

Section 450.1305 - Subscription for Shares. - Sec. 305. (1) A subscription for shares made before or...

Section 450.1306 - Subscription for Shares; Payment; Call; Security Interest. - Sec. 306. (1) Unless otherwise provided in the subscription agreement:...

Section 450.1307 - Subscription Agreement; Default in Payment; Rights and Duties of Corporation. - Sec. 307. (1) In case of default in payment of...

Section 450.1308 - Cancellation of Shares Upon Rescission of Subscription. - Sec. 308. Rescission by a corporation of a subscription under...

Section 450.1311, 450.1313 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed sections pertained to consideration for issuance...

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. - Sec. 314. (1) The powers granted in this section to...

Section 450.1315 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to payment of consideration...

Section 450.1317 - Liability of Purchaser, Holder, Subscriber, Assignee, Transferee, Pledgee, or Shareholder. - Sec. 317. (1) A purchaser from a corporation of its...

Section 450.1321 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to rights or options...

Section 450.1327 - Expenses of Organization and Reorganization; Expenses of Sale or Underwriting of Shares. - Sec. 327. The reasonable charges and expenses of organization or...

Section 450.1331 - Share Certificates. - Sec. 331. Except as provided in section 336, the shares...

Section 450.1332 - Share Certificates; Contents. - Sec. 332. (1) A certificate representing shares shall state upon...

Section 450.1334 - Share Certificates; Loss or Destruction; Bond. - Sec. 334. A corporation may issue a new certificate for...

Section 450.1335 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to shares or securities...

Section 450.1336 - Issuance or Transfer of Shares Without Certificates; Statement. - Sec. 336. (1) Unless the articles of incorporation or bylaws...

Section 450.1338 - Fractions of Share or Scrip. - Sec. 338. (1) A corporation may issue fractions of shares...

Section 450.1341 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to consideration for shares...

Section 450.1341a - Issuance of Shares Pro Rata and Without Consideration; Share Dividend. - Sec. 341a. (1) Unless the articles of incorporation provide otherwise,...

Section 450.1342 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to earned surplus and...

Section 450.1342a - Rights, Options, or Warrants. - Sec. 342a. (1) A corporation may issue rights, options, or...

Section 450.1343 - Preemptive Rights. - Sec. 343. (1) The shareholders of a corporation do not...

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. - Sec. 344. (1) Subject to restrictions imposed by this act...

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 Gu... - Sec. 345. (1) A board may authorize and the corporation...

Section 450.1351-450.1367 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed sections pertained to dividends, purchase, or...

Section 450.1368 - Repealed. 1997, Act 118, Imd. Eff. Oct. 24, 1997. - Compiler's Notes: The repealed section pertained to purchase by corporation...

Section 450.1371-450.1381 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed sections pertained to cancellation or retention...

Section 450.1391 - Inspection and Voting Rights of Bondholders; Facsimile Signatures. - Sec. 391. (1) A corporation, in its articles of incorporation,...

Section 450.1392 - Chapter Inapplicable to Distributions in Dissolution. - Sec. 392. This chapter shall not apply to distributions in...

284-1972-4 - Chapter 4 Shareholders (450.1401...450.1497)

Section 450.1401 - Meetings of Shareholders; Place. - Sec. 401. Meetings of shareholders may be held at a...

Section 450.1402 - Annual Meeting of Shareholders. - Sec. 402. An annual meeting of shareholders for election of...

Section 450.1403 - Special Meeting of Shareholders. - Sec. 403. A special meeting of shareholders may be called...

Section 450.1404 - Meetings of Shareholders; Notice; Adjournment; Result of Shareholder's Attendance at Meeting. - Sec. 404. (1) Except as otherwise provided in this act,...

Section 450.1405 - Participating in Meeting of Shareholders by Conference Telephone or Remote Communications. - Sec. 405. (1) Unless otherwise restricted by the articles of...

Section 450.1406 - Meeting of Shareholders; Duties of Chairperson. - Sec. 406. (1) At each meeting of shareholders, a chairperson...

Section 450.1406a - Electronic Transmission as Notice; Consent. - Sec. 406a. In addition to any other form of notice...

Section 450.1407 - Corporate Action Without Meeting, Notice, or Vote of Shareholders. - Sec. 407. (1) The articles of incorporation may provide that...

Section 450.1411 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to record date for...

Section 450.1412 - Fixing Record Dates for Certain Purposes. - Sec. 412. (1) For the purpose of determining shareholders entitled...

Section 450.1413 - List of Shareholders Entitled to Vote. - Sec. 413. (1) The officer or agent having charge of...

Section 450.1415 - Shareholder Meeting; Quorum. - Sec. 415. (1) Unless a greater or lesser quorum is...

Section 450.1421 - Proxy; Expiration; Means; Use of Reproduction of Writing or Transmission; Revocability; Incompetence or Death of Shareholder. - Sec. 421. (1) A shareholder entitled to vote at a...

Section 450.1422 - Irrevocable Proxy. - Sec. 422. A proxy which is entitled "irrevocable proxy", and...

Section 450.1423 - Revocable Proxy. - Sec. 423. (1) A proxy becomes revocable, notwithstanding a provision...

Section 450.1431 - Inspectors at Shareholders' Meetings. - Sec. 431. (1) If the bylaws require inspectors at a...

Section 450.1432 - Procedure Recognizing Beneficial Owner of Shares as Shareholder. - Sec. 432. (1) A corporation may establish a procedure by...

Section 450.1441 - Voting by Shareholders. - Sec. 441. (1) Each outstanding share is entitled to 1...

Section 450.1442 - Voting as a Class or Series. - Sec. 442. (1) The articles of incorporation may provide that...

Section 450.1444 - Voting Shares Standing in Name of Another Corporation; Voting Pledged Shares. - Sec. 444. (1) Shares standing in the name of another...

Section 450.1445 - Voting Shares Held by Representatives or Fiduciaries. - Sec. 445. (1) Shares held by a person in a...

Section 450.1446 - Voting by Joint Tenants or Tenants in Common. - Sec. 446. Shares held by 2 or more persons as...

Section 450.1447 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to voting of treasury...

Section 450.1447a - Voting Shares Owned by Second Corporation. - Sec. 447a. Absent an order of a court of competent...

Section 450.1448 - Voting of Redeemable Shares. - Sec. 448. After written notice of redemption of redeemable shares...

Section 450.1451 - Cumulative Voting. - Sec. 451. The articles of incorporation may provide that a...

Section 450.1455 - Articles Control Where Voting Requirements Exceed Those of Act. - Sec. 455. With respect to an action to be taken...

Section 450.1461 - Voting Agreements Between Shareholders. - Sec. 461. An agreement between 2 or more shareholders, if...

Section 450.1463 - Repealed. 1997, Act 118, Imd. Eff. Oct. 24, 1997. - Compiler's Notes: The repealed section pertained to management provision in...

Section 450.1466 - Voting Trust Agreement; Certificates. - Sec. 466. A shareholder may confer upon a trustee the...

Section 450.1467 - Responsibility of Voting Trustee; Determination of Right to Vote and Manner of Voting. - Sec. 467. (1) A trustee who votes shares subject to...

Section 450.1468 - Extending Duration of Voting Trust Agreement. - Sec. 468. (1) At any time within 12 months before...

Section 450.1471 - Shares as Personal Property; Shares Transferable. - Sec. 471. The shares of a corporation are personal property...

Section 450.1472 - Restriction on Transfer or Registration of Transfer of Bond or Share; Imposition; Enforcement. - Sec. 472. (1) A restriction on the transfer or registration...

Section 450.1473 - Permissible Restrictions on Transfer or Registration of Transfer of Bonds or Shares. - Sec. 473. In particular and without limitation of the generality...

Section 450.1481 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to preemptive rights.

Section 450.1485 - Corporate Books, Records, and Minutes. - Sec. 485. A corporation shall keep books and records of...

Section 450.1487 - Request for Balance Sheet, Statement of Income, and Statement of Source and Application of Funds; Inspection of Records; Court Order; Definition; Holder of Voting Trust Certificate Deemed Shareholder. - Sec. 487. (1) Upon written request of a shareholder, a...

Section 450.1488 - Shareholder Agreement. - Sec. 488. (1) An agreement among the shareholders of a...

Section 450.1489 - Action by Shareholder. - Sec. 489. (1) A shareholder may bring an action in...

Section 450.1491 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to parties and complaint...

Section 450.1491a - Definitions. - Sec. 491a. As used in this section and sections 492a...

Section 450.1492 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to discontinuance, compromise, or...

Section 450.1492a - Commencement of Derivative Proceeding by Shareholder; Criteria. - Sec. 492a. A shareholder may not commence or maintain a...

Section 450.1493 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to expenses of derivative...

Section 450.1493a - Commencement of Derivative Proceeding by Shareholder; Criteria. - Sec. 493a. A shareholder may not commence a derivative proceeding...

Section 450.1494 - Stay of Derivative Proceeding; Condition. - Sec. 494. If the corporation commences an investigation of the...

Section 450.1495 - Dismissal of Derivative Proceeding; Determination. - Sec. 495. (1) The court shall dismiss a derivative proceeding...

Section 450.1496 - Discontinuance or Settlement of Derivative Proceeding; Judicial Approval; Notice; Expense. - Sec. 496. A derivative proceeding may not be discontinued or...

Section 450.1497 - Termination of Derivative Proceeding; Order of Court. - Sec. 497. On termination of the derivative proceeding, the court...

284-1972-5 - Chapter 5 Directors and Officers (450.1501...450.1571)

Section 450.1501 - Management of Corporation; Qualifications of Director. - Sec. 501. The business and affairs of a corporation shall...

Section 450.1505 - Number, Election, and Term of Directors; Resignation; Designation, Compensation, and Expenses of Independent Director; Communication of Independent Director With Shareholders. - Sec. 505. (1) The board shall consist of 1 or...

Section 450.1506 - Division of Directors Into Classes; Terms of Directors in First, Second, or Third Class; Election. - Sec. 506. (1) The articles of incorporation or a bylaw...

Section 450.1511 - Removal of Directors by Shareholders. - Sec. 511. (1) The shareholders may remove 1 or more...

Section 450.1514 - Removal of Director by Court. - Sec. 514. (1) The circuit court of the county in...

Section 450.1515 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to vacancy on board...

Section 450.1515a - Filling Vacancy in Board. - Sec. 515a. (1) Unless otherwise limited by the articles of...

Section 450.1521 - Regular or Special Meetings of Board. - Sec. 521. (1) Regular or special meetings of a board...

Section 450.1523 - Quorum; Majority Vote as Constituting Action of Board. - Sec. 523. (1) A majority of the members of the...

Section 450.1525 - Consent to Action of Board Without Meeting. - Sec. 525. (1) Unless prohibited by the articles of incorporation...

Section 450.1527 - Committees; Designation by Board; Membership; Absence or Disqualification of Member; Terms. - Sec. 527. (1) Unless otherwise provided in the articles of...

Section 450.1528 - Committees; Powers and Authority; Limitations; Subcommittees. - Sec. 528. (1) A committee designated under section 527, to...

Section 450.1529 - Submission of Matter to Shareholder Vote. - Sec. 529. A corporation may agree by contract to submit...

Section 450.1531 - Officers of Corporation; Election or Appointment; Holding 2 or More Offices; Authority and Duties. - Sec. 531. (1) The officers of a corporation shall consist...

Section 450.1535 - Removal or Resignation of Officers; Contract Rights. - Sec. 535. (1) An officer elected or appointed by the...

Section 450.1541 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to discharge of duties...

Section 450.1541a - Director or Officer; Manner of Discharging Duties; Reliance on Information, Opinions, Reports, or Statements; Action Against Director or Officer; Limitations. - Sec. 541a. (1) A director or officer shall discharge his...

Section 450.1545 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to contracts or transactions...

Section 450.1545a - Interest of Director or Officer in Transaction; Compensation of Directors. - Sec. 545a. (1) A transaction in which a director or...

Section 450.1546 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to validity of contract...

Section 450.1548 - Loan, Guaranty, or Assistance by Corporation to Director, Officer, or Employee. - Sec. 548. (1) A corporation may lend money to, guarantee...

Section 450.1551 - Liability of Directors for Corporate Actions; Liability of Shareholders Accepting or Receiving Share Dividend or Distribution. - Sec. 551. (1) Directors who vote for, or concur in,...

Section 450.1552 - Rights of Director Against Whom Claim Is Successfully Asserted Under MCL 450.1551. - Sec. 552. (1) A director against whom a claim is...

Section 450.1553 - Presumption of Concurrence by Director in Corporation Action; Effect of Dissent. - Sec. 553. A director who is present at a meeting...

Section 450.1554 - Action Against Director or Shareholder; Limitation. - Sec. 554. An action against a director or shareholder for...

Section 450.1561 - Indemnification of Certain Persons Generally. - Sec. 561. A corporation has the power to indemnify a...

Section 450.1562 - Additional Provisions for Indemnification of Certain Persons. - Sec. 562. A corporation has the power to indemnify a...

Section 450.1563 - Indemnification Against Actual and Reasonable Expenses. - Sec. 563. To the extent that a director or officer...

Section 450.1564 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to payment of defense...

Section 450.1564a - Indemnification Under MCL 450.1561, MCL 450.1562, or MCL 450.1563; Determination and Evaluation; Designation of Committee or Selection of Independent Legal Counsel; Partial Indemnification; Payment Authorization; Indemnification f... - Sec. 564a. (1) Except as otherwise provided in subsection (5),...

Section 450.1564b - Payment or Reimbursement of Party in Advance of Final Disposition of Proceeding; Undertaking as Unlimited General Obligation; Evaluation of Reasonableness; Advancement of Expenses. - Sec. 564b. (1) A corporation may pay or reimburse the...

Section 450.1564c - Application for Indemnification to Court; Determination. - Sec. 564c. A director, officer, employee, or agent of the...

Section 450.1565 - Limitation on Total Amount of Expenses Advanced or Indemnified; Duration of Indemnification; Elimination or Impairment. - Sec. 565. (1) The indemnification or advancement of expenses provided...

Section 450.1567 - Liability Insurance. - Sec. 567. (1) A corporation may purchase and maintain insurance...

Section 450.1569 - “Corporation” Defined for Purposes of MCL 450.1561 to 450.1567; "Business Organization" Defined. - Sec. 569. (1) For purposes of sections 561 to 567,...

Section 450.1571 - Definitions. - Sec. 571. For the purposes of sections 561 to 567:...

284-1972-6 - Chapter 6 Amendments to Articles of Incorporation (450.1601...450.1651)

Section 450.1601 - General Power of Amendment. - Sec. 601. (1) A corporation may amend its articles of...

Section 450.1602 - Specific Powers of Amendment. - Sec. 602. Without limiting the general power of amendment granted...

Section 450.1611 - Articles of Incorporation; Amendment Procedure. - Sec. 611. (1) In addition to amendment under subsection (2)...

Section 450.1615 - Class Vote on Amendment. - Sec. 615. (1) The holders of the outstanding shares of...

Section 450.1621 - Dissent of Shareholder to Amendment; Payment to Dissenting Shareholder. - Sec. 621. (1) A holder of adversely affected shares who...

Section 450.1631 - Certificate of Amendment. - Sec. 631. (1) If an amendment to the articles of...

Section 450.1641 - Adoption of Restated Articles of Incorporation; Amendment. - Sec. 641. (1) A corporation may integrate into a single...

Section 450.1642 - Designation and Contents of Restated Articles; Omission. - Sec. 642. (1) Restated articles of incorporation must meet all...

Section 450.1643 - Signing and Filing Restated Articles; Execution; Original Articles Superseded; Status of Restated Articles. - Sec. 643. (1) Restated articles of incorporation adopted under section...

Section 450.1651 - Abandonment of Amendment; Certificate of Abandonment. - Sec. 651. Before the effective date of an amendment to...

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. - Sec. 701. (1) Two or more domestic corporations may merge...

Section 450.1702 - Plan of Share Exchange; Approval; Contents; Power of Corporation Not Limited. - Sec. 702. (1) A corporation may acquire all of the...

Section 450.1703 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to plan of merger...

Section 450.1703a - Plan of Merger or Share Exchange; Approval; Definitions. - Sec. 703a. (1) A plan of merger or share exchange...

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. - Sec. 706. (1) A domestic corporation that has not commenced...

Section 450.1707 - Certificate of Merger or Share Exchange. - Sec. 707. (1) After a plan of merger or share...

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. - Sec. 711. (1) A domestic corporation owning not less than...

Section 450.1712 - Merger of Parent and Subsidiary Corporations; Certificate of Merger. - Sec. 712. (1) After a plan of merger is adopted...

Section 450.1713 - Merger of Parent and Subsidiary Corporations; Approval of Shareholders. - Sec. 713. (1) Approval by shareholders of a subsidiary corporation...

Section 450.1721-450.1723 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed sections pertained to surviving or new...

Section 450.1724 - Merger; Applicable Provisions; Share Exchange. - Sec. 724. (1) When a merger takes effect, all of...

Section 450.1731-450.1734 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed sections pertained to merger or consolidation...

Section 450.1735 - Foreign Corporations and Domestic Corporations; Merger or Share Exchange; Compliance; Liability; Power of Foreign Corporation Not Limited. - Sec. 735. (1) One or more foreign corporations may merge...

Section 450.1736 - Merger of Domestic Corporation With Business Organization. - Sec. 736. (1) As used in this section: (a) "Business...

Section 450.1741 - Abandonment of Merger or Share Exchange. - Sec. 741. At any time before the effective date of...

Section 450.1745 - Conversion of Domestic Corporation Into Business Organization; Requirements; "Business Organization" and "Entity" Defined. - Sec. 745. (1) A domestic corporation may convert into a...

Section 450.1746 - Conversion of Business Organization Into Domestic Corporation; Requirements. - Sec. 746. (1) A business organization may convert into a...

Section 450.1751 - Disposition of Corporate Property and Assets; Approval by Shareholders. - Sec. 751. (1) A corporation may take any of the...

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 Distribut... - Sec. 753. (1) Except as provided in section 751, a...

Section 450.1754 - Rights of Shareholders. - Sec. 754. Shareholders of a corporation that proposes to issue,...

Section 450.1761 - Definitions. - Sec. 761. As used in sections 762 to 774: (a)...

Section 450.1762 - Right of Shareholder to Dissent and Obtain Payment for Shares. - Sec. 762. (1) A shareholder is entitled to dissent from,...

Section 450.1763 - Rights of Partial Dissenter; Assertion of Dissenters' Rights by Beneficial Shareholder. - Sec. 763. (1) A record shareholder may assert dissenters' rights...

Section 450.1764 - Corporate Action Creating Dissenters' Rights; Vote of Shareholders; Notice. - Sec. 764. (1) If a proposed corporate action that creates...

Section 450.1765 - Notice of Intent to Demand Payment for Shares. - Sec. 765. (1) If a proposed corporate action that creates...

Section 450.1766 - Dissenters' Notice; Delivery to Shareholders; Contents. - Sec. 766. (1) If proposed corporate action creating dissenters' rights...

Section 450.1767 - Duties of Shareholder Sent Dissenter's Notice; Retention of Rights; Failure to Demand Payment or Deposit Share Certificates. - Sec. 767. (1) A shareholder sent a dissenter's notice described...

Section 450.1768 - Restriction on Transfer of Shares Without Certificates; Retention of Rights. - Sec. 768. (1) The corporation may restrict the transfer of...

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. - Sec. 769. (1) Except as provided in section 771, within...

Section 450.1770 - Return of Deposited Certificates and Release of Transfer Restrictions; Effect of Corporation Taking Proposed Action. - Sec. 770. (1) If the corporation does not take the...

Section 450.1771 - Election to Withhold Payment From Dissenter; Offer to Pay Estimated Fair Value of Shares, Plus Accrued Interest; Statements; Explanation. - Sec. 771. (1) A corporation may elect to withhold payment...

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. - Sec. 772. (1) A dissenter may notify the corporation in...

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. - Sec. 773. (1) If a demand for payment under section...

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. - Sec. 773a. (1) In a proceeding brought pursuant to section...

Section 450.1774 - Costs of Appraisal Proceeding. - Sec. 774. (1) The court in an appraisal proceeding commenced...

284-1972-7A - Chapter 7a (450.1775...450.1784)

Section 450.1775 - Meanings of Words and Phrases; Inconsistent Provisions. - Sec. 775. (1) For purposes of this chapter, the words...

Section 450.1776 - Definitions; A, B. - Sec. 776. (1) "Affiliate" or "affiliated person" means a person...

Section 450.1777 - Definitions; C, D. - Sec. 777. (1) "Common stock" means any stock other than...

Section 450.1778 - Definitions; E to S. - Sec. 778. (1) "Equity security" means any 1 of the...

Section 450.1779 - Definitions; V. - Sec. 779. (1) "Valuation date" means: (a) In a business...

Section 450.1780 - Advisory Statement and Approval. - Sec. 780. In addition to any vote otherwise required by...

Section 450.1781 - Conditions for Inapplicability of Vote to Business Combination; Inapplicability of Certain Provisions. - Sec. 781. (1) The vote required by section 780 shall...

Section 450.1782 - Applicability of MCL 450.1780; Resolution. - Sec. 782. (1) Whether or not a business combination is...

Section 450.1783 - Applicability of MCL 450.1780; Interested Shareholder; Resolution; Election. - Sec. 783. (1) Unless the articles or bylaws of a...

Section 450.1784 - Business Corporations Exempt From Requirements of MCL 450.1780. - Sec. 784. Unless a corporation's articles of incorporation provide otherwise,...

284-1972-7B - Chapter 7b Control Share Acquisitions (450.1790...450.1799) -

284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864)

Section 450.1801 - Methods of Dissolution. - Sec. 801. (1) A corporation may be dissolved in any...

Section 450.1803 - Conditions to Dissolution by Incorporators or Directors; Certificate of Dissolution. - Sec. 803. (1) A corporation may be dissolved by action...

Section 450.1804 - Dissolution by Action of Board and Shareholders; Certificate of Dissolution. - Sec. 804. (1) A corporation may be dissolved by action...

Section 450.1805 - Dissolution; Execution and Filing Certificate. - Sec. 805. Dissolution pursuant to an agreement under section 488...

Section 450.1806 - Certificate of Dissolution; Filing; Time of Effectiveness; Conditions; Date Stamp as Evidence. - Sec. 806. (1) A certificate of dissolution filed with the...

Section 450.1811 - Revocation of Dissolution Proceedings; Certificate of Revocations. - Sec. 811. (1) Dissolution proceedings commenced pursuant to section 488...

Section 450.1815 - Renewal of Corporate Existence; Manner. - Sec. 815. A corporation whose term has expired may renew...

Section 450.1817 - Effective Date of Revocation of Dissolution or Renewal of Corporate Existence; Accrued Penalty or Liability Unaffected; Adoption of Corporate Name; Rights of Corporation. - Sec. 817. (1) When the certificate of revocation of dissolution...

Section 450.1821 - Action by Attorney General for Dissolution; Grounds. - Sec. 821. (1) The attorney general may bring an action...

Section 450.1823 - Action by Director or Shareholder for Dissolution; Judgment; Proof. - Sec. 823. A corporation may be dissolved by a judgment...

Section 450.1825 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to action by shareholder...

Section 450.1831 - Occurrences Dissolving Corporation. - Sec. 831. A corporation is dissolved when any of the...

Section 450.1833 - Corporate Existence Continued for Purpose of Winding Up Affairs. - Sec. 833. Except as a court may otherwise direct, a...

Section 450.1834 - Functions of Dissolved Corporation and Its Officers, Directors, and Shareholders Continued. - Sec. 834. Subject to section 833 and except as otherwise...

Section 450.1841 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to notice to creditors...

Section 450.1841a - Notice to Existing Claimants of Dissolution; Contents; Notice as Recognition of Validity of Claim; Conditions Barring Claim; “Existing Claim” Defined; Effective Date of Notice. - Sec. 841a. (1) The dissolved corporation may notify its existing...

Section 450.1842 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to notice to creditors...

Section 450.1842a - Publication of Notice of Dissolution; Requirements; Claimants Commencing Proceedings Within 1 Year of Notice. - Sec. 842a. (1) A dissolved corporation may also publish notice...

Section 450.1843 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to rejection of creditor's...

Section 450.1851 - Judicial Supervision of Corporate Affairs and Liquidation of Assets; Permitting Creditor to File Claim or Commence Proceeding. - Sec. 851. (1) After a corporation has been dissolved in...

Section 450.1855 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to distribution of assets...

Section 450.1855a - Provision for Debts, Obligations, and Liabilities; Distribution of Remaining Assets. - Sec. 855a. Before making a distribution of assets to shareholders...

Section 450.1861 - Implementation of Judicially Confirmed Plan of Reorganization. - Sec. 861. A corporation for which a plan of reorganization...

Section 450.1862 - Powers of Corporation Under Judicially Confirmed Plan of Reorganization. - Sec. 862. (1) The corporation, in the manner provided in...

Section 450.1863 - Certificate or Document Filed or Recorded Pursuant to Plan of Reorganization. - Sec. 863. A certificate or other document required or permitted...

Section 450.1864 - Additional Certificate or Document Filed to Conform to Plan of Reorganization as Finally Confirmed; Effect of Filing; Fees. - Sec. 864. (1) If after the filing of a certificate...

284-1972-9 - Chapter 9 Reports (450.1901...450.1935)

Section 450.1901 - Financial Report. - Sec. 901. (1) Each domestic corporation at least once in...

Section 450.1911 - Annual Report; Filing Date; Contents; Exception; Information Unchanged. - Sec. 911. (1) A domestic corporation and each foreign corporation...

Section 450.1913 - Destruction or Disposition of Corporate Documents by County Clerk. - Sec. 913. The county clerk may destroy the copies of...

Section 450.1915 - Repealed. 2003, Act 106, Imd. Eff. July 24, 2003. - Compiler's Notes: The repealed section pertained to annual report and...

Section 450.1921 - Neglecting or Refusing to File Report or Pay Fee; Penalty; Exception; Waiver. - Sec. 921. (1) If a domestic or foreign corporation neglects...

Section 450.1922 - Dissolution of Corporation or Revocation of Certificate of Authority for Neglecting or Refusing to File Reports or Pay Fee or Penalty; Notice of Impending Dissolution; Right to Certificate of Good Standing. - Sec. 922. (1) If a domestic corporation neglects or refuses...

Section 450.1923 - Extension of Time for Filing Report; Report to Attorney General; Action for Imposition of Penalties; Notice of Failure to File Report. - Sec. 923. (1) If good cause is shown, the administrator...

Section 450.1924 - Annual Reports Due or Deficient; Penalties and Interest. - Sec. 924. Annual reports due or deficient prior to the...

Section 450.1925 - Renewal of Corporate Existence or Certificate of Authority by Filing Reports and Paying Fees and Penalties; Adoption of Corporate Name; Effect of Compliance. - Sec. 925. (1) A domestic corporation which has been dissolved...

Section 450.1931 - Wilful False Statement in Report; Penalty. - Sec. 931. If a domestic or foreign corporation which is...

Section 450.1932 - False or Fraudulent Report, Certificate, or Statement; Falsification or Alteration of Books, Records, or Accounts; Penalties. - Sec. 932. (1) A person who knowingly makes or files...

Section 450.1935 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to liability to creditor...

284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099)

Section 450.2001 - Foreign Corporation Transacting Business in State on Effective Date of Act. - Sec. 1001. A foreign corporation which is authorized to transact...

Section 450.2002 - Foreign Corporation With Certificate of Authority. - Sec. 1002. (1) A foreign corporation that receives a certificate...

Section 450.2003 - Foreign Corporation Without Certificate of Authority. - Sec. 1003. A foreign corporation which transacts business in this...

Section 450.2011 - Certificate of Authority as Prerequisite to Transacting Business; Scope of Authority. - Sec. 1011. A foreign corporation shall not transact business in...

Section 450.2012 - Activities Not Constituting Transaction of Business; Applicability of Section. - Sec. 1012. (1) Without excluding other activities which may not...

Section 450.2013 - Loans. - Sec. 1013. A foreign corporation may acquire or, through another...

Section 450.2014 - Applicability of MCL 450.2001 to 450.2055. - Sec. 1014. (1) Sections 1001 through 1055 shall apply to...

Section 450.2015 - Certificate of Authority to Transact Business; Application; Filing; Contents. - Sec. 1015. To procure a certificate of authority to transact...

Section 450.2016 - Foreign Corporation; Application; Attaching Certificate of Good Standing; Fees; Issuance of Certificate of Authority; Duration of Authority. - Sec. 1016. (1) A certificate setting forth that the corporation...

Section 450.2021 - Foreign Corporation; Amended Application; Conditions; Contents; Corporation as Survivor of Merger or Conversion; Increase in Authorized Shares. - Sec. 1021. (1) Except as otherwise provided in this section,...

Section 450.2023 - Repealed. 1993, Act 91, Eff. Oct. 1, 1993. - Compiler's Notes: The repealed section pertained to increase by foreign...

Section 450.2031 - Application for Withdrawal From State. - Sec. 1031. A foreign corporation authorized to transact business in...

Section 450.2032 - Issuance and Effect of Certificate of Withdrawal. - Sec. 1032. Upon filing the application for withdrawal, and payment...

Section 450.2035 - Information Required to Be Filed on Dissolution, Termination, Merger, Conversion, or Consolidation; Assessment of Unpaid Fees; Certificate of Withdrawal; "Business Organization" Defined. - Sec. 1035. (1) If a foreign corporation authorized to transact...

Section 450.2041 - Certificate of Authority; Grounds for Revocation. - Sec. 1041. Subject to section 1042, in addition to any...

Section 450.2042 - Certificate of Authority; Revocation; Notice; Certificate of Revocation; Effect. - Sec. 1042. (1) The administrator shall revoke a certificate of...

Section 450.2051 - Action or Proceeding by or Against Foreign Corporation Without Certificate of Authority; Order of Dismissal; Recommencement of Action; Validity of Corporate Contracts or Acts. - Sec. 1051. (1) A foreign corporation transacting business in this...

Section 450.2055 - Penalty for Transacting Business Without Certificate of Authority. - Sec. 1055. In addition to any other liability imposed by...

Section 450.2056 - Registration of Corporate Name by Foreign Corporation Not Authorized to Transact Business in State; Filing; Duration; Notice; Renewal. - Sec. 1056. (1) Any foreign corporation that is not authorized...

Section 450.2060 - Filing Fees. - Sec. 1060. (1) When delivering a document described in this...

Section 450.2061 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to franchise fee for...

Section 450.2062 - Organization and Admission Fee; Initial Admission Fee of Foreign Corporation for Profit and Foreign Regulated Investment Company; Fees for Increase in Authorized Shares; Additional Admission Fee; Determining Amount of Authorized Sh... - Sec. 1062. (1) A domestic corporation or cooperative association, organized...

Section 450.2063 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to valuation of shares...

Section 450.2064 - “Regulated Investment Company” Defined. - Sec. 1064. A regulated investment company, for purposes of this...

Section 450.2098 - Repeals. - Sec. 1098. The following acts and parts of acts are...

Section 450.2099 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989. - Compiler's Notes: The repealed section pertained to effective date of...

<< Previous

Next >>

Michigan Compiled Laws Chapter 450 - Corporations Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)

Michigan Compiled Laws
Chapter 450 - Corporations
Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)