Ask a question on the site
Questions
Lawyers
Blogs
Legislation
Contacts
Become a lawyer
Login Registration
Section 450.2125 - Applicability to Commerce With Foreign Nations and Among Several States, and to Corporations Formed by Act of Congress. - Sec. 125. This act applies to commerce with foreign nations...
Section 450.2127 - Effect of Act on Existing Corporation, Cause of Action, Liability, Penalty, Action, or Special Proceeding. - Sec. 127. (1) Except as provided in section 261(3), this...
Section 450.2129 - Supplementation, Alteration, Amendment, or Repeal of Act by Legislature. - Sec. 129. This act may be supplemented, altered, amended, or...
Section 450.2131 - Submission of Documents; Delivery; Endorsement; Indexing; Returning Copy or Original; Public Inspection; Maintenance of Records and Files; Reproductions; Effective Date of Document; Fees. - Sec. 131. (1) A document required or permitted to be...
Section 450.2132 - English Language; Signatures; Contents of Documents. - Sec. 132. (1) A document filed with the administrator shall...
Section 450.2133 - Correction of Document; Certificate; Effective Date of Corrected Document. - Sec. 133. If a document relating to a domestic or...
Section 450.2141 - Taking Action Without Notice and Without Lapse of Prescribed Period of Time; Waiver. - Sec. 141. If, under this act or the articles of...
Section 450.2142 - Dispensing With Notice or Communication to Person With Whom Communication Unlawful; Affidavit, Certificate, or Other Instrument. - Sec. 142. When a notice or communication is required to...
Section 450.2143 - Giving Notice or Communication by Mail; Electronic Transmission as Written Notice; Delivery of Notice or Documents to Common Address; Delivery of Notice to Resident Agent; "Address" Defined. - Sec. 143. (1) If a notice or communication is required...
Section 450.2151 - Failure of Administrator to File Document Promptly; Notice of Failure to File; Posting Notice on Website or Sending by Mail or Electronic Mail Address; Refusal or Revocation of Authorization of Foreign Corporation to Conduct Affair... - Sec. 151. (1) If the administrator fails to promptly file...
162-1982-2 - Chapter 2 (450.2201...450.2275)
Section 450.2201 - Incorporators; Signing and Filing Articles of Incorporation. - Sec. 201. (1) One or more persons may be the...
Section 450.2202 - Articles of Incorporation; Contents. - Sec. 202. The articles of incorporation shall contain all of...
Section 450.2204 - Articles of Incorporation; Provision Pertaining to Proposed Compromise or Arrangement or Reorganization Between Corporation and Creditors or Shareholders. - Sec. 204. The articles of incorporation may contain the following...
Section 450.2205 - Articles of Incorporation; Including Provision of MCL 450.2204; Effect on Creditors, Shareholders, or Members of Corporation; Administration and Enforcement of Provision by Circuit Court; Restraining Actions and Proceedings Against... - Sec. 205. (1) When the provision of section 204 is...
Section 450.2209 - Articles of Incorporation; Additional Provisions; Liability of Director or Volunteer Officer. - Sec. 209. (1) The articles of incorporation may contain any...
Section 450.2212 - Corporate Name. - Sec. 212. (1) The corporate name of a domestic or...
Section 450.2213 - Assuming Name That Implies Corporation Is Banking Corporation, Insurance or Surety Company, or Trust Company Prohibited. - Sec. 213. A corporation formed or existing under or subject...
Section 450.2215 - Reservation of Right to Use Corporate Name; Application; Duration; Expiration; Transfer of Right to Exclusive Use of Reserved Corporate Name. - Sec. 215. (1) A person may reserve the right to...
Section 450.2217 - Conduct of Affairs Under Assumed Name or Names Other Than Corporate Name; Certificate of Assumed Name; Duration; Extensions; Notification of Impending Expiration; Enterprises Participating Together in Partnership or Joint Venture;... - Sec. 217. (1) Except as provided in section 212 or...
Section 450.2221 - Corporate Existence to Begin on Effective Date of Articles of Incorporation; Filing as Conclusive Evidence That Conditions Precedent Fulfilled and Corporation Formed; Exception. - Sec. 221. The corporate existence of a corporation begins on...
Section 450.2223 - Selection of Board and Adoption of Bylaws; First Meeting; Notice; Quorum; Transaction of Business. - Sec. 223. Before or after filing of the articles of...
Section 450.2231 - Bylaws; Adoption; Amendment or Repeal; Contents. - Sec. 231. (1) Except if the power to adopt, amend,...
Section 450.2241 - Registered Office; Resident Agent. - Sec. 241. Each domestic corporation and each foreign corporation authorized...
Section 450.2242 - Change of Registered Office or Resident Agent; Statement. - Sec. 242. (1) A domestic corporation or a foreign corporation...
Section 450.2243 - Resident Agent; Resignation; Notice; Appointment of Successor; Termination of Appointment of Resigning Resident Agent; Registered Office of Corporation. - Sec. 243. A resident agent of a domestic or foreign...
Section 450.2246 - Resident Agent; Service of Process, Notice, or Demand; Resident Agent as Agent of Director or Officer in Certain Action; Forwarding Process to Director or Officer; Electronic Transmission of Notice. - Sec. 246. (1) The resident agent appointed by a corporation...
Section 450.2251 - Corporate Purposes; Conduct of Lawful Activities During War or National Emergency. - Sec. 251. (1) A corporation may be formed under this...
Section 450.2261 - Corporate Powers; Inconsistency Between Certain Acts; Corporate Existence in Perpetuity; Fixed Limitation or Term; Waiver of Right to Perpetual Existence; Nonprofit Power Corporation; Public School Academy; Providing Services in Le... - Sec. 261. (1) A corporation, subject to any limitation provided...
Section 450.2262 - Existing Incorporated Association or Society Operating as Corporation Subject to Act; Payment of Death or Sick Benefits; Reserves; Rules; Investment of Funds Securing Reserves; Statement Required of Evidence of Obligation to Pay De... - Sec. 262. (1) An association or society, not otherwise provided...
Section 450.2271 - Act of Corporation and Transfer of Property to or by Corporation Not Invalid Where Corporation Without Capacity or Power; Assertion of Lack of Capacity or Power. - Sec. 271. An act of a corporation and a transfer...
Section 450.2275 - Agreement to Pay Rate of Interest in Excess of Legal Rate; Defense of Usury Prohibited. - Sec. 275. A domestic corporation or foreign corporation, whether or...
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;... - Sec. 301. (1) A payment or distribution of any part...
Section 450.2302 - Corporation Organized Upon Nonstock Basis. - Sec. 302. A corporation shall be organized upon a stock...
Section 450.2303 - Corporation Organized on Stock Basis; Issuance of Shares Authorized in Articles of Incorporation; Rules of Qualification and Government of Shareholders. - Sec. 303. (1) A corporation that is organized on a...
Section 450.2303a - Corporation Board Organized on Stock Basis; Amendment of Articles of Incorporation Deleting Reference to Par Value. - Sec. 303a. The board of a corporation that is organized...
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. - Sec. 303b. (1) If provided in the articles of incorporation,...
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. - Sec. 303c. (1) A corporation shall not issue bonds that...
Section 450.2303d - Shares Redeemable in Cash, Bonds, Securities, or Other Property; Prices and Conditions. - Sec. 303d. The articles of incorporation may provide for 1...
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 Associati... - Sec. 304. (1) Except as otherwise provided in this act,...
Section 450.2305 - Corporation Organized on Directorship Basis; Members; Voting; Matters Subject to Action by Board of Directors. - Sec. 305. (1) A corporation that is organized on a...
Section 450.2307 - Subscription for Shares or Membership; Enforceability; Irrevocability; Acceptance; Consent to Revocation; Subscription Agreement. - Sec. 307. (1) A subscription for shares or membership made...
Section 450.2308 - Subscription for Shares or Membership; Payment; Installments; Call for Payment Ratable; Retention of Security Interest as Security for Performance by Subscriber. - Sec. 308. Unless otherwise provided in the subscription agreement: (a)...
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. - Sec. 309. (1) If a subscriber defaults in payment of...
Section 450.2310 - Rescission of Subscription Under Which Part of Shares Issued and in Which Security Interest Retained as Cancellation of Shares. - Sec. 310. Rescission by a corporation of a subscription under...
Section 450.2311 - Fees or Dues Required as Condition of Shareholding or Membership; Fixing; Enforcement. - Sec. 311. A corporation may fix in the bylaws, or...
Section 450.2312 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to issuance of shares...
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... - Sec. 313. (1) Except as otherwise provided in the articles...
Section 450.2314 - Corporation Organized on Stock Basis; Issuance of Shares; Powers. - Sec. 314. (1) All of the following apply to the...
Section 450.2315 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to consideration for issuance...
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. - Sec. 317. (1) A person that purchases shares of a...
Section 450.2327 - Charges and Expenses of Organization or Reorganization; Sale or Underwriting Expenses and Compensation; Payment or Allowance. - Sec. 327. The reasonable charges and expenses of organization or...
Section 450.2331 - Representation of Shares by Certificates; Signatures of Officers; Seal; Facsimiles. - Sec. 331. Except as provided in section 336, the shares...
Section 450.2332 - Certificate Representing Shares; Required Statements. - Sec. 332. (1) A certificate that represents shares issued by...
Section 450.2334 - Lost or Destroyed Certificate; Issuance of New Certificate; Bond. - Sec. 334. A corporation may issue a new certificate for...
Section 450.2336 - Authorization of Shares Without Certificates. - Sec. 336. (1) Unless the articles of incorporation or bylaws...
Section 450.2338 - Issuing Fractions of Shares; Powers of Corporation; Providing Opportunity to Purchase Additional Fractions of Share or Scrip. - Sec. 338. (1) A corporation may issue fractions of a...
Section 450.2341a - Issuance of Shares Pro Rata and Without Consideration; Issuance of Shares as Share Dividend; "Share Dividend" Defined. - Sec. 341a. (1) Unless the articles of incorporation provide otherwise,...
Section 450.2343 - Preemptive Right of Shareholder of Corporation Organized on Stock Basis to Acquire Unissued Shares; Extent; Statement; Principles; "Shares" Defined. - Sec. 343. (1) The shareholders of a corporation organized on...
Section 450.2344 - Acquisition of Own Shares or Memberships; Amendment of Articles of Incorporation. - Sec. 344. (1) Subject to restrictions imposed under this act...
Section 450.2345 - Distributions to Shareholders or Members. - Sec. 345. (1) A board may authorize and the corporation...
Section 450.2361 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to shares redeemable upon...
Section 450.2363 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to shares redeemable at...
Section 450.2365 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to prohibiting purchase or...
Section 450.2371 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to cancellation or retention...
Section 450.2391 - Conferring Voting and Inspection Rights Upon Bond Holders; Signatures of Officers. - Sec. 391. (1) A corporation, in its articles of incorporation,...
Section 450.2392 - Applicability of Chapter to Distributions Made in Dissolution Under Chapter 8. - Sec. 392. This chapter does not apply to distributions made...
162-1982-4 - Chapter 4 (450.2401...450.2497)
Section 450.2401 - Meetings of Shareholders or Members; Location. - Sec. 401. Meetings of shareholders or members may be held...
Section 450.2402 - Annual Meeting of Shareholders or Members for Election of Directors and Conduct Other Business; Failure to Hold Meeting at Designated Time or Elect Sufficient Number of Directors; Adjournment of Meeting; Court Order to Hold Meeting... - Sec. 402. A corporation shall hold an annual meeting of...
Section 450.2403 - Special Meeting of Shareholders or Members; Court Order; Quorum. - Sec. 403. The board may call a special meeting of...
Section 450.2404 - Notice of Time, Place, and Purposes of Meeting of Shareholders or Members; Manner; Contents; Notice of Adjourned Meeting; Notice Not Given; Attendance at Meeting; Participating and Voting by Remote Communication; Meeting Without No... - Sec. 404. (1) Except as otherwise provided in this act,...
Section 450.2405 - Shareholder, Member, or Proxy Holder Participation in Meeting by Conference Telephone or Other Means of Remote Communication; Conditions; Participation as Presence in Person at Meeting; Participating and Voting by Remote Communicat... - Sec. 405. (1) Unless otherwise restricted by the articles of...
Section 450.2406 - Chairperson Presiding at Meeting of Shareholders or Members; Powers, Duties, and Authority. - Sec. 406. (1) At each meeting of shareholders or members,...
Section 450.2406a - Notice by Electronic Transmission. - Sec. 406a. In addition to any other form of notice...
Section 450.2407 - Taking Corporate Action Without Meeting; Consent; Notice; Statement on Filed Certificate; Consent by Electronic Transmission; Delivery. - Sec. 407. (1) The articles of incorporation may provide that...
Section 450.2408 - Taking Corporate Action Without Meeting; Shareholder or Member Action by Ballot; Requirements; Revocation of Ballot; Inclusion of Proposed Action in Ballot; Statement of Certificate. - Sec. 408. (1) A corporation may provide in its articles...
Section 450.2409 - Taking Corporate Action Without Meeting; Voting by Shareholder or Member at Polling Place; Accessibility; Requirements; Revocation of Ballot; Inclusion of Proposed Action in Ballot; Statement on Certificate. - Sec. 409. (1) A corporation may provide in its articles...
Section 450.2411 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to fixing record date...
Section 450.2412 - Record Date. - Sec. 412. (1) Except as provided in this subsection, for...
Section 450.2413 - Making and Certifying List of Shareholders or Members Entitled to Vote at Meeting or Adjournment; Requirements; Noncompliance; Adjournment of Meeting; Validity of Action Taken. - Sec. 413. (1) The officer or agent responsible for the...
Section 450.2415 - Quorum; Continuing Conduct of Business if Less Than Quorum; Adjournment of Meeting; Shareholders Entitled to Vote Separately. - Sec. 415. (1) Unless a greater or lesser quorum is...
Section 450.2421 - Authorizing Person to Act for Shareholder or Member by Proxy; Election of Directors by Proxy; Validity; Revocability; Methods of Granting Authority; Use of Copy, Facsimile, or Reproduction. - Sec. 421. (1) Except as otherwise provided by statute, in...
Section 450.2422 - Irrevocable Proxy. - Sec. 422. A proxy that is entitled "irrevocable proxy", and...
Section 450.2423 - Revocability of Proxy. - Sec. 423. (1) A proxy described in section 422 becomes...
Section 450.2431 - Inspectors at Shareholders' or Members' Meeting; Waiver; Appointment and Duties; Failure to Appoint; Vacancy; Report; Evidence. - Sec. 431. (1) If the bylaws require inspectors at a...
Section 450.2432 - Beneficial Owner of Shares or Memberships Registered in Name of Nominee; Recognition by Corporation as Shareholder or Member; Procedure. - Sec. 432. (1) A corporation may establish a procedure under...
Section 450.2441 - Voting Generally. - Sec. 441. (1) Each outstanding share or member is entitled...
Section 450.2442 - Voting as Class. - Sec. 442. (1) The articles of incorporation or bylaws may...
Section 450.2443 - Grouping of Members in Local Units; Basis; Purpose; Actions Authorized by Bylaws; Incorporation and Powers of Local Units; Powers, Rights, and Privileges of Elected Representatives or Delegates. - Sec. 443. (1) The articles of incorporation or bylaws adopted...
Section 450.2444 - Voting by Corporation or Business Corporation; Voting of Pledged Shares. - Sec. 444. (1) Shares or memberships that are held by...
Section 450.2445 - Voting of Shares or Membership Held by Person in Representative or Fiduciary Capacity or Held Jointly by Fiduciaries. - Sec. 445. (1) The vote of shares or a membership...
Section 450.2446 - Voting of Shares or Membership Held by Joint Tenants or Tenants in Common. - Sec. 446. Shares or a membership that are held by...
Section 450.2447 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to prohibition against voting...
Section 450.2447a - Voting of Shares or Memberships if Owned by Another Corporation or Business Corporation. - Sec. 447a. Unless specifically otherwise provided in the articles of...
Section 450.2448 - Redemption of Shares; Voting. - Sec. 448. After written notice of redemption of redeemable shares...
Section 450.2451 - Voting for Directors. - Sec. 451. (1) The articles of incorporation of a corporation...
Section 450.2455 - Action Requiring Vote or Concurrence of Greater Proportion of Shares, Members, or Class Than Required by Act; Amendment of Articles of Incorporation. - Sec. 455. With respect to an action to be taken...
Section 450.2461 - Agreement as to Voting Rights. - Sec. 461. An agreement between 2 or more shareholders or...
Section 450.2466 - Transfer of Shares or Membership to Trustee; Filing of Voting Rights Agreement; Voting and Other Rights of Trustee; Inspection of Filed Copy of Voting Trust Agreement; Description of Beneficial Interests. - Sec. 466. (1) If shares or memberships of a corporation...
Section 450.2467 - Shares or Memberships Subject to Voting Trust; Liability of Trustee; Designation of 2 or More Persons as Voting Trustees. - Sec. 467. (1) A trustee that votes shares or memberships...
Section 450.2468 - Extension of Voting Trust Agreement. - Sec. 468. (1) At any time within the 12-month period...
Section 450.2471 - Shares as Personal Property; Transfer; Applicability of MCL 440.8101 to 440.8601. - Sec. 471. The shares of a corporation are personal property....
Section 450.2472 - Transfer or Registration of Bond, Share, or Membership; Written Restriction. - Sec. 472. (1) The articles of incorporation, the bylaws, or...
Section 450.2473 - Transfer or Registration of Bond, Share, or Membership; Imposition of Restrictions; Conditions. - Sec. 473. Without limiting the general authority under section 472(1)...
Section 450.2481 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to issuing or delivering...
Section 450.2485 - Books, Records, and Minutes. - Sec. 485. A corporation shall keep books and records of...
Section 450.2487 - Mailing Balance Sheet and Statements to Shareholder or Member Upon Request; Inspection During Regular Business Hours; Written Demand; "Proper Purpose" Defined; Order Compelling Inspection; Burden of Proof; Powers of Court; Inspecti... - Sec. 487. (1) If requested in writing by a shareholder...
Section 450.2488 - Agreement Among Members of Corporation. - Sec. 488. (1) Subject to subsection (11), an agreement among...
Section 450.2489 - Court Action That Certain Acts Illegal, Fraudulent, or Willfully Unfair and Oppressive; Order or Relief; "Willfully Unfair and Oppressive Conduct" Defined. - Sec. 489. (1) A director of a corporation that is...
Section 450.2491 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to action by shareholder...
Section 450.2491a - Definitions. - Sec. 491a. As used in this section and sections 492a...
Section 450.2492 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to discontinuing, compromising, or...
Section 450.2492a - Derivate Proceeding; Criteria to Be Met by Shareholder or Member. - Sec. 492a. A shareholder or member may not commence or...
Section 450.2493 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to award of expenses...
Section 450.2493a - Derivative Proceeding; Commencement. - Sec. 493a. A shareholder, member, or director may not commence...
Section 450.2494 - Derivative Proceeding; Investigation; Issuance of Stay. - Sec. 494. If the corporation commences an investigation of the...
Section 450.2495 - Derivative Proceeding; Dismissal. - Sec. 495. (1) On a motion by the corporation in...
Section 450.2496 - Derivative Proceeding; Discontinuance or Settlement; Court Approval Required. - Sec. 496. A derivative proceeding shall not be discontinued or...
Section 450.2497 - Derivative Proceeding; Termination. - Sec. 497. If a derivative proceeding is terminated, the court...
162-1982-5 - Chapter 5 (450.2501...450.2571)
Section 450.2501 - Board of Directors; Management of Business and Affairs of Corporation; Qualifications; Powers. - Sec. 501. (1) The business and affairs of a corporation...
Section 450.2501a - Board of Directors; Minimum Age; Requirements. - Sec. 501a. (1) A corporation organized for purposes described in...
Section 450.2505 - Board; Number, Term, Election or Appointment, and Resignation of Directors. - Sec. 505. (1) The bylaws shall fix the number of...
Section 450.2506 - Dividing Directors Up to 5 Classes; Election or Appointment; Term; Expiration. - Sec. 506. (1) The articles of incorporation or a bylaw...
Section 450.2511 - Removal of Director; Vote. - Sec. 511. (1) The shareholders or members of a corporation...
Section 450.2514 - Removal of Director by Circuit Court. - Sec. 514. (1) The circuit court for the county in...
Section 450.2515 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to filling of vacancies...
Section 450.2515a - Vacancy. - Sec. 515a. (1) Unless otherwise limited in the articles of...
Section 450.2521 - Regular or Special Meetings of Board; Location; Notice; Attendance or Participation as Waiver of Notice; Participation by Means of Conference Telephone or Other Remote Communication. - Sec. 521. (1) A board may hold regular or special...
Section 450.2523 - Quorum; Vote Constituting Action of Board or Committee; Amendment of Bylaws. - Sec. 523. (1) A majority of the members of a...
Section 450.2525 - Taking Action Without Meeting; Consent. - Sec. 525. Unless prohibited by the articles of incorporation or...
Section 450.2527 - Designation of Committees; Membership; Alternates; Absent or Disqualified Member; Providing for Election or Appointment of Committees in Articles or Bylaws. - Sec. 527. (1) Unless otherwise provided in the articles of...
Section 450.2528 - Executive Committee Designated Under MCL 450.2527(1) or (3); Powers and Authority; Subcommittees. - Sec. 528. (1) An executive committee that is designated under...
Section 450.2529 - Submitting Matter to Vote. - Sec. 529. A corporation may agree to submit a matter...
Section 450.2531 - Officers of Corporation; Membership; Election or Appointment; Individual Holding 2 or More Offices; Term of Office; Authority and Duties. - Sec. 531. (1) The officers of a corporation shall consist...
Section 450.2535 - Removal of Officer; Suspension of Authority to Act; Contract Rights; Resignation of Officer; Notice. - Sec. 535. (1) An officer elected or appointed by the...
Section 450.2541 - Director or Officer; Discharge of Duties; Manner; Reliance on Certain Information; Compliance; Liability; Claim for Monetary Damages for Breach of Volunteer Director's Duty; Commencement of Action. - Sec. 541. (1) A director or officer shall discharge his...
Section 450.2545 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to transaction between corporation...
Section 450.2545a - Transaction in Which Director or Officer Has Interest. - Sec. 545a. (1) A transaction in which a director or...
Section 450.2546 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to establishing validity of...
Section 450.2548 - Loan, Guaranty, or Assistance by Corporation for Officer or Employee. - Sec. 548. (1) Unless otherwise prohibited by law or prohibited...
Section 450.2551 - Liability of Directors for Certain Corporate Actions; Liability of Shareholder or Member Accepting or Receiving Distribution Contrary to Act. - Sec. 551. (1) Directors who vote for or concur in...
Section 450.2552 - Rights of Director Against Whom Claim Successfully Asserted Under MCL 450.2551. - Sec. 552. (1) A director against whom a claim is...
Section 450.2553 - Presence or Absence of Director at Meeting at Which Action Under MCL 450.2551 Taken; Presumption; Dissent. - Sec. 553. (1) If a director is present at a...
Section 450.2554 - Commencement of Action Under MCL 450.2551 or 450.2552. - Sec. 554. An action against a director, shareholder, or member...
Section 450.2556 - Volunteer's Acts or Omissions; Claim for Monetary Damages. - Sec. 556. If the corporation's articles of incorporation contain a...
Section 450.2561 - Indemnification of Director, Officer, Partner, Trustee, Employee, Nondirector Volunteer, or Agent in Connection With Action, Suit, or Proceeding; Conditions; Presumption. - Sec. 561. Unless otherwise provided by law or the articles...
Section 450.2562 - Indemnification Against Expenses of Director, Officer, Partner, Trustee, Employee, Nondirector Volunteer, or Agent in Connection With Action or Suit by or in Right of Corporation; Conditions; Limitations. - Sec. 562. Unless otherwise provided by law or in the...
Section 450.2563 - Indemnification for Expenses of Director, Officer, or Nondirector Volunteer Successful in Defense of Action, Suit, or Proceeding Referred to in MCL 450.2561 or 450.2562. - Sec. 563. Unless otherwise provided by law or under the...
Section 450.2564 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to advance payment by...
Section 450.2564a - Indemnification of Director, Officer, Employee, Nondirector Volunteer, or Agent Under MCL 450.2561 or 450.2562; Authorization; Basis; Determination; Evaluation; Designation of Committee or Selection of Legal Counsel; Indemnificati... - Sec. 564a. (1) Except as otherwise provided in subsection (5),...
Section 450.2564b - Expenses Incurred by Director, Officer, Employee, Nondirector Volunteer, or Agent; Reimbursement; Agreement; Advances. - Sec. 564b. (1) A corporation may pay or reimburse the...
Section 450.2564c - Indemnification of Director, Officer, Employee, Nondirector Volunteer, or Agent; Application to Court; Determination. - Sec. 564c. A director, officer, employee, nondirector volunteer, or agent...
Section 450.2565 - Indemnification or Advance of Expenses Not Exclusive of Other Rights; Limitation; Continuation; Amended Provision. - Sec. 565. (1) An indemnification or advance of expenses provided...
Section 450.2567 - Purchase and Maintenance of Insurance on Behalf of Director, Officer, Employee, Nondirector Volunteer, or Agent. - Sec. 567. (1) A corporation may purchase and maintain insurance...
Section 450.2569 - Scope of "Corporation" for Purposes of MCL 450.2561 to 450.2567. - Sec. 569. For purposes of sections 561 to 567, "corporation"...
Section 450.2571 - Definitions. - Sec. 571. As used in sections 561 to 567: (a)...
162-1982-6 - Chapter 6 (450.2601...450.2651)
Section 450.2601 - Amendment of Articles of Incorporation; Contents. - Sec. 601. (1) A corporation may amend its articles of...
Section 450.2602 - Amendment of Articles of Incorporation; Purposes. - Sec. 602. Without limiting the general power of amendment under...
Section 450.2611 - Amendment of Articles by Incorporation; Amendment Without Shareholder or Member Action; Manner of Adoption; Notice of Meeting; Vote on Proposed Amendment; Requirements; Adoption; Number of Amendments Acted Upon at 1 Meeting; Certif... - Sec. 611. (1) The articles of incorporation may be amended...
Section 450.2615 - Voting as Class on Proposed Amendment. - Sec. 615. (1) The holders of a class of outstanding...
Section 450.2631 - Certificate of Amendment; Signing and Execution; Filing; Contents. - Sec. 631. (1) If an amendment to the articles of...
Section 450.2641 - Integrating Provisions of Articles Into Single Instrument; Adoption of Restated Articles of Incorporation; Adoption Before First Meeting; Amendments Subject to Other Provisions of Act. - Sec. 641. (1) A corporation may integrate into a single...
Section 450.2642 - Restated Articles of Incorporation; Heading or Introductory Paragraph; Designation; Required Statements; Omitted Provisions. - Sec. 642. (1) The heading of restated articles of incorporation...
Section 450.2643 - Restated Articles of Incorporation; Signing, Filing, and Executing; Effect. - Sec. 643. (1) A majority of incorporators shall sign and...
Section 450.2651 - Abandonment of Amendment; Certificate. - Sec. 651. Before the effective date of an amendment to...
162-1982-7 - Chapter 7 (450.2701...450.2754)
Section 450.2701 - Merger of Domestic Corporations; Plan; Contents; Distributions. - Sec. 701. (1) Two or more domestic corporations may merge...
Section 450.2703 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015 - Compiler's Notes: The repealed section pertained to approval or authorization...
Section 450.2703a - Plan of Merger; Approval. - Sec. 703a. (1) Except as provided in subsection (2)(e) and...
Section 450.2706 - Merger of Domestic Corporation With Domestic or Foreign Corporation; Conditions; Consent; Execution of Certificate of Merger; Participation of Other Corporations. - Sec. 706. (1) If a domestic corporation has not commenced...
Section 450.2707 - Certificate of Merger; Signing and Filing; Contents; Determining Effectiveness. - Sec. 707. (1) After a plan of merger is approved...
Section 450.2711 - Merger of Domestic Corporation With Subsidiary Corporation; Approval of Plan of Merger; Mailing Copy of Plan to Minority Shareholder or Member of Record; Other Provisions; Definitions. - Sec. 711. (1) A domestic corporation may merge 1 or...
Section 450.2712 - Certificate of Merger; Execution and Filing of Certificate of Merger by Parent Company; Determination of Effective Date. - Sec. 712. (1) After a plan of merger is adopted...
Section 450.2713 - Subsidiary Corporation as Constituent Corporation in Merger; Approval of Shareholders or Members. - Sec. 713. (1) A subsidiary corporation that is a constituent...
Section 450.2721 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to effect of merger...
Section 450.2722 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to rights, privileges, liabilities,...
Section 450.2723 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to changes in articles...
Section 450.2724 - Merger Other Than Under MCL 450.2736a. - Sec. 724. All of the following apply when a merger,...
Section 450.2731 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to merger or consolidation...
Section 450.2732 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to effect of merger...
Section 450.2735 - Merger of Domestic Business Corporation, Foreign Corporation, or Foreign Business Corporation With Domestic Corporation; Surviving Corporation; Compliance; Liability for Enforcement of Obligation; Acquisition of Shares or Membershi... - Sec. 735. (1) One or more domestic business corporations, foreign...
Section 450.2736 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to merger or consolidation...
Section 450.2736a - Merger of Domestic Corporations With Business Organizations; Requirements; Merger of Domestic Corporation With Domestic or Foreign Entity; Consent; Executing and Filing Certificate of Merger; Contents; Effect of Merger; Surviving... - Sec. 736a. (1) Except as provided in subsection (2) and...
Section 450.2737 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to effect of merger...
Section 450.2741 - Abandonment of Merger; Procedure; Certificate of Abandonment. - Sec. 741. At any time before the effective date of...
Section 450.2745 - Conversion of Domestic Corporation Into Business Organization; Requirements; Effect; Surviving Business Organization; Liability for Certain Obligation; Distributions; "Business Organization" and "Entity" Defined. - Sec. 745. (1) A domestic corporation may convert into a...
Section 450.2746 - Conversion of Business Organization Into Domestic Corporation; Requirements; Effectiveness of Certificate of Conversion; Surviving Domestic Corporation. - Sec. 746. (1) A business organization may convert into a...
Section 450.2751 - Actions by Corporation; Terms and Conditions; Consideration; "Consideration" Defined. - Sec. 751. (1) A corporation may take any of the...
Section 450.2753 - Disposition of Property and Assets of Corporation; Disposal of All or Substantially All of Property; Presumption That Corporation Retains Significant Continuing Business Activity; "Consideration" Defined; Recommendation of Proposed... - Sec. 753. (1) Except as provided in section 751, a...
Section 450.2754 - Merger or Acquisition Under MCL 2703a(2); Right of Shareholders or Members to Receive Notice and Vote. - Sec. 754. Shareholders or members of a corporation that proposes...
162-1982-8 - Chapter 8 (450.2801...450.2864)
Section 450.2801 - Dissolution of Corporation; Methods; Summary Dissolution of Corporation Whose Assets Disposed of Under Court Order in Receivership or Bankruptcy Proceedings; Filing Copy of Order With Administrator. - Sec. 801. (1) A corporation may be dissolved in any...
Section 450.2803 - Dissolution of Corporation by Action of Incorporators or Directors; Conditions; Certificate of Dissolution. - Sec. 803. (1) A corporation may be dissolved by action...
Section 450.2804 - Dissolution of Corporation by Action of Shareholders or Members; Recommendation; Exceptions; Approval or Authorization; Notice; Voting; Certificate. - Sec. 804. (1) A corporation may be dissolved by action...
Section 450.2805 - Dissolution Under Agreement Under MCL 450.2488; Effectiveness. - Sec. 805. Dissolution under an agreement under section 488 becomes...
Section 450.2811 - Revocation of Dissolution Proceedings; Filing and Execution of Certificate; Additional Manner of Revocation. - Sec. 811. (1) A corporation may revoke dissolution proceedings commenced...
Section 450.2815 - Renewal of Corporate Existence. - Sec. 815. A corporation whose term has expired may renew...
Section 450.2817 - Effect of Filing Certificate of Revocation of Dissolution or Renewal of Corporate Existence; Accrued Penalty or Liability; Adoption of Corporate Name; Rights. - Sec. 817. (1) When a certificate of revocation of dissolution...
Section 450.2821 - Action by Attorney General for Dissolution of Corporation; Grounds; Other Actions. - Sec. 821. (1) The attorney general may bring an action...
Section 450.2823 - Dissolution of Corporation by Judgment in Action Brought in Court; Proof; Action for Dissolution of Charitable Purpose Corporation. - Sec. 823. (1) A corporation that is organized on a...
Section 450.2825 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to adjudging dissolution and...
Section 450.2831 - Dissolution of Corporation; Conditions. - Sec. 831. A corporation is dissolved when any of the...
Section 450.2833 - Dissolved Corporation; Continuation of Corporate Existence; Conduct of Affairs. - Sec. 833. Except as a court may otherwise direct, a...
Section 450.2834 - Dissolved Corporation and Officers, Directors, Shareholders, and Members; Manner of Functioning. - Sec. 834. Subject to section 833 and except as otherwise...
Section 450.2841 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to notice to creditors.
Section 450.2841a - Written Notice to Claimants of Dissolved Corporation. - Sec. 841a. (1) A dissolved corporation may notify its existing...
Section 450.2842 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to mailing notice to...
Section 450.2842a - Publication of Notice of Dissolved Corporation. - Sec. 842a. (1) In addition to providing notice under section...
Section 450.2843 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to rejection of claim...
Section 450.2851 - Application for Judgment That Affairs of Corporation and Liquidation of Assets Continue Under Supervision of Court; Orders and Judgments; Permitting Creditor to File Claim or Commence Proceeding. - Sec. 851. (1) After a corporation is dissolved in any...
Section 450.2855 - Dissolution of Corporation; Applicable Provisions. - Sec. 855. (1) All of the following apply if a...
Section 450.2861 - Plan of Reorganization; Action by Directors, Shareholders, or Members Not Required to Put Plan Into Effect. - Sec. 861. A corporation for which a plan of reorganization...
Section 450.2862 - Powers of Corporation Under Reorganization; Issuing Shares of Capital Stock and Bonds for Consideration Specified in Plan of Reorganization. - Sec. 862. (1) The corporation, in the manner provided in...
Section 450.2863 - Document Filed or Recorded to Accomplish Corporate Purpose Pursuant to Plan of Reorganization; Making, Execution, and Acknowledgment; Contents; Filing. - Sec. 863. A certificate or other document required or permitted...
Section 450.2864 - Reversal or Vacation of Reorganization Plan; Filing of Other or Further Certificates or Documents; Effect; Fees. - Sec. 864. (1) If after the filing of a certificate...
162-1982-9 - Chapter 9 (450.2901...450.2935)
Section 450.2901 - Report of Domestic Corporation; Contents; Electronic Transmission; Distribution to Shareholder, Member, or Director. - Sec. 901. (1) A domestic corporation at least once in...
Section 450.2911 - Annual Report to Administrator; Filing; Contents. - Sec. 911. (1) Each domestic corporation and each foreign corporation...
Section 450.2913 - Destruction or Disposal of Certain Records. - Sec. 913. A county clerk may destroy the copies of...
Section 450.2915 - Repealed. 2003, Act 107, Imd. Eff. July 24, 2003. - Compiler's Notes: The repealed section pertained to report and fee.
Section 450.2922 - Failure of Domestic or Foreign Corporation to File Annual Report or Pay Filing Fee or Penalty; Automatic Dissolution or Revocation of Certificate of Authority; Dissolution of Charitable Purpose Corporation; Notice; Right to Certifi... - Sec. 922. (1) If a domestic corporation neglects or refuses...
Section 450.2923 - Extension of Time for Filing Report; Reporting Failure or Neglect Under MCL 450.2922, 450.2931, or 450.2932; Action by Attorney General; Notice; Electronic Transmission. - Sec. 923. (1) If good cause is shown, the administrator...
Section 450.2924 - Annual Reports Due or Deficient Prior to Date of Act; Penalties. - Sec. 924. Annual reports due or deficient prior to the...
Section 450.2925 - Renewal of Corporate Existence or Certificate of Authority Following Dissolution or Revocation. - Sec. 925. (1) A domestic corporation that is dissolved under...
Section 450.2931 - Wilful False Statement in Report; Additional Penalty. - Sec. 931. If a domestic or foreign corporation which is...
Section 450.2932 - Prohibited Conduct as Misdemeanor; Fine. - Sec. 932. (1) A person shall not knowingly make or...
Section 450.2935 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. - Compiler's Notes: The repealed section pertained to authorizing, signing, or...
162-1982-10 - Chapter 10 (450.3001...450.3099)
Section 450.3001 - Foreign Corporation Authorized to Conduct Affairs in This State on January 1, 1983; Rights and Privileges; Duties, Restrictions, Penalties, and Liabilities. - Sec. 1001. A foreign corporation that was authorized to conduct...
Section 450.3002 - Foreign Corporation Receiving Certificate of Authority Under Act; Rights and Privileges; Duties, Restrictions, Penalties, and Liabilities. - Sec. 1002. (1) A foreign corporation that receives a certificate...
Section 450.3003 - Foreign Corporation Conducting Affairs Without Certificate of Authority; Duties, Restrictions, Penalties, and Liabilities. - Sec. 1003. A foreign corporation which conducts affairs in this...
Section 450.3011 - Foreign Corporation; Certificate of Authority Required; Extent of Authorization to Conduct Affairs in State. - Sec. 1011. A foreign corporation shall not conduct affairs in...
Section 450.3012 - Foreign Corporation Not Considered to Be Conducting Affairs in State; Activities; Applicability of Section. - Sec. 1012. (1) Without excluding other activities that may not...
Section 450.3013 - Acquisition of Federally Insured or Guaranteed Loan by Foreign Corporation. - Sec. 1013. (1) A foreign corporation may acquire, or through...
Section 450.3015 - Application of Foreign Corporation for Certificate of Authority to Conduct Affairs in State; Contents. - Sec. 1015. To procure a certificate of authority to conduct...
Section 450.3016 - Application of Foreign Corporation to Conduct Affairs in State; Certificate; Attachment; Fees; Issuance of Certificate; Duration of Authority. - Sec. 1016. (1) A foreign corporation shall attach a certificate...
Section 450.3021 - Foreign Corporation Authorized to Conduct Affairs in State; Filing With Administrator Copy of Amended Application; Contents; Survivor of Merger or Conversion. - Sec. 1021. (1) Except as otherwise provided in this section,...
Section 450.3031 - Foreign Corporation Authorized to Conduct Affairs in State; Withdrawal; Certificate; Application. - Sec. 1031. A foreign corporation authorized to conduct affairs in...
Section 450.3032 - Issuance of Certificate of Withdrawal to Foreign Corporation; Conditions; Effect. - Sec. 1032. If a foreign corporation files an application for...
Section 450.3035 - Foreign Corporation Authorized to Conduct Affairs in State; Dissolution; Termination or Cancellation of Authority or Existence; Merger, Conversion, or Consolidation; Filing Information, Certificate, Order, or Judgment With Administ... - Sec. 1035. (1) If a foreign corporation that is authorized...
Section 450.3041 - Revocation of Certificate of Authority of Foreign Corporation to Conduct Affairs in State; Grounds. - Sec. 1041. In addition to any other ground for revocation...
Section 450.3042 - Revocation of Certificate of Authority of Foreign Corporation to Conduct Affairs in State; Notice of Default; Certificate of Revocation; Force and Effect. - Sec. 1042. (1) The administrator shall revoke a certificate of...
Section 450.3051 - Action Commenced by Foreign Corporation Without Certificate of Authority Prohibited; Order of Dismissal; Effect of Failure to Obtain Certificate of Authority on Validity of Contract and Act of Corporation; Defense of Action or Proc... - Sec. 1051. (1) A foreign corporation that conducts affairs in...
Section 450.3055 - Foreign Corporation Conducting Affairs in State Without Certificate of Authority; Penalty. - Sec. 1055. In addition to any other liability imposed by...
Section 450.3060 - Fees; Payment; Certification of File or Record; Waiver; Form of Payment. - Sec. 1060. (1) When delivering a document described in this...
Section 450.3061 - Fee for Privilege of Exercising Franchises in State. - Sec. 1061. Every corporation organized or conducting affairs in this...
Section 450.3098 - Repeal of Acts and Parts of Acts. - Sec. 1098. The following acts and parts of acts are...
Section 450.3099 - Effective Date of Act. - Sec. 1099. This act shall take effect January 1, 1983....
162-1982-11 - Chapter 11 (450.3100...450.3192)
Section 450.3100 - Short Title. - Sec. 1100. This chapter shall be known and may be...
Section 450.3101 - Applicability of Act and Chapter; Amendment of Articles or Bylaws; Exemption. - Sec. 1101. (1) Except as otherwise provided in this act...
Section 450.3102 - Controlling Definitions. - Sec. 1102. The definitions contained in sections 1103 and 1104...
Section 450.3103 - Definitions; C to F. - Sec. 1103. (1) "Consumer" means a natural person who acquires,...
Section 450.3104 - Definitions; I to U. - Sec. 1104. As used in this chapter: (a) "Insolvent" means...
Section 450.3107 - Inconsistent Provisions Inapplicable to Chapter. - Sec. 1107. To the extent that sections 301(4) and 301(5),...
Section 450.3109 - Requirements of MCL 460.1 Et Seq. Not Modified; Effect of Economic Activity Conducted by Cooperative. - Sec. 1109. (1) This chapter does not modify the requirements...
Section 450.3121 - Articles of Incorporation; Requirement. - Sec. 1121. In addition to the requirements of section 202,...
Section 450.3123 - Use of Term “Cooperative,”“co-Op,”“consumer Cooperative,” or Any Variation Thereof. - Sec. 1123. (1) The term "cooperative", "co-op", or any variation...
Section 450.3125 - Adoption of Initial Bylaws; Ratification or Amendment; Contents of Bylaws. - Sec. 1125. (1) Notwithstanding section 231, the initial bylaws of...
Section 450.3131 - Organization on Nonstock Membership Basis. - Sec. 1131. Notwithstanding section 302, a cooperative organized under this...
Section 450.3132 - Membership; Notice of Qualifications. - Sec. 1132. Subject to section 304(7), membership in a consumer...
Section 450.3133 - Classification. - Sec. 1133. If a cooperative has classes of members pursuant...
Section 450.3134 - Cooperative Organized on Member Capital Basis, Member Fee Basis, or Basis Combining Member Capital and Membership Fee; Powers. - Sec. 1134. (1) A cooperative which is organized on a...
Section 450.3135 - Net Savings; Determination, Allocation, Distribution, and Use; Apportionment of Losses. - Sec. 1135. (1) At least once each year, a cooperative...
Section 450.3136 - Certificate; Issuance; Contents; Restrictions on Dividends. - Sec. 1136. (1) If a cooperative is to be financed...
Section 450.3137 - Nonvoting Investment Certificate or Bond. - Sec. 1137. Subject to the uniform securities act, 1964 PA...
Section 450.3138 - Advising Persons in Writing; Statement on Membership Certificate. - Sec. 1138. Prior to accepting a person as a member...
Section 450.3139 - Redemption of Member Capital; Failure to Patronize Cooperative; Notice of Redemption; Failure to Respond and Claim Payment; Failure to Claim Refunds of Patronage Capital, Deposits, and Fees; Failure of Nonmember Patron to Pay in or... - Sec. 1139. (1) Unless the articles or bylaws provide that...
Section 450.3141 - Meetings; Petitions; Signatures; Quorum. - Sec. 1141. Regular meetings of members shall be held at...
Section 450.3143 - Alternative Notice of Regular Meeting. - Sec. 1143. Instead of the notice required in section 404,...
Section 450.3144 - Proxies; Voting by Mail Ballot, Referendum, or Electronic Transmission. - Sec. 1144. (1) Notwithstanding section 421, there shall be no...
Section 450.3145 - Amendments; Affirmative Vote of Majority. - Sec. 1145. Notwithstanding section 611(4), 703a(2)(d), 753(4), or 804(6), unless...
Section 450.3146 - Effective Date of Adopted Action; Confirmation Vote; Filing With Administrator. - Sec. 1146. (1) An action subject to the vote requirement...
Section 450.3147 - Dispute Resolution Body. - Sec. 1147. A cooperative may authorize in its articles or...
Section 450.3148 - Purchase or Sale Under Execution, in Course of Bankruptcy, or by Legal Process or Operation of Law; Pledge of Certificate; Assignment of Proprietary Lease or Other Agreement. - Sec. 1148. (1) The purchase or sale of any member...
Section 450.3149 - Books for Recording Operations; Annual Report, Balance Sheet, and Income Statement; Certified Report of Condition; Copies of Reports; Mailings at Request and Expense of Member; Notice of Member's Desire to Be Contacted by Other Mem... - Sec. 1149. (1) A cooperative shall keep a set of...
Section 450.3151 - Initial Board of Directors; Membership; Term. - Sec. 1151. Notwithstanding section 505, the initial board of directors...
Section 450.3152 - Board of Directors; Election or Appointment Other Than by Vote of Membership. - Sec. 1152. Notwithstanding section 505, the bylaws of a cooperative...
Section 450.3153 - Affiliation With Another Organization; Section Inapplicable to Allocations of Net Savings. - Sec. 1153. A vote of the membership shall be required...
Section 450.3161 - Amendment to Articles of Incorporation; Calling Special Meeting; Consideration of Proposed Amendment. - Sec. 1161. An amendment to the articles of incorporation may...
Section 450.3162 - Distribution of Assets Generally. - Sec. 1162. In the event of an amendment to the...
Section 450.3183 - Distribution of Assets Upon Dissolution; Distribution of Assets Held for Charitable or Similar Purpose; Redemption of Investment Certificates. - Sec. 1183. (1) Notwithstanding section 855, upon dissolution, the assets...
Section 450.3191 - Foreign Cooperative. - Sec. 1191. A foreign cooperative shall be entitled to conduct...
Section 450.3192 - Election by Corporation to Accept Act and Chapter; Procedure; Effect of Filing Certificate of Election. - Sec. 1192. (1) Any corporation may elect to accept this...
Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)
Article 1 - (450.4101...450.4106)
Section 450.4101 - Short Title. - Sec. 101. This act shall be known and may be...
Section 450.4102 - Definitions. - Sec. 102. (1) Unless the context requires otherwise, the definitions...
Section 450.4103 - Documents; Signatures; Requirements. - Sec. 103. (1) One or more persons organizing a limited...
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....