Sec. 271.
An act of a corporation and a transfer of real or personal property to or by a corporation, otherwise lawful, is not invalid because the corporation was without capacity or power to do the act or make or receive the transfer. However the lack of capacity or power may be asserted:
(a) In an action by a shareholder against the corporation to enjoin the doing of an act or the transfer of real or personal property by or to the corporation.
(b) In an action by or in the right of the corporation to procure a judgment in its favor against an incumbent or former officer or director of the corporation for loss or damage due to his unauthorized act.
(c) In an action or special proceeding by the attorney general to dissolve the corporation or to enjoin it from the transacting of unauthorized business.
History: 1972, Act 284, Eff. Jan. 1, 1973
Structure Michigan Compiled Laws
Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)
284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275)
Section 450.1201 - Incorporators.
Section 450.1202 - Articles of Incorporation; Contents.
Section 450.1209 - Articles of Incorporation; Permissible Provisions.
Section 450.1211 - Corporate Name; Required Words and Abbreviations.
Section 450.1215 - Corporate Name; Reservation of Right to Use; Transfer of Right.
Section 450.1217 - Transacting Business Under Assumed Name; Certificate.
Section 450.1221 - Beginning of Corporate Existence; Filing of Articles as Evidence.
Section 450.1231 - Adoption, Amendment, or Repeal of Bylaws; Contents of Bylaws.
Section 450.1241 - Registered Office and Resident Agent Required; Address.
Section 450.1243 - Resignation of Resident Agent.
Section 450.1246 - Service of Process.
Section 450.1261 - Corporate Powers.
Section 450.1271 - Asserting Lack of Corporate Capacity or Power.
Section 450.1275 - Agreement to Pay Interest in Excess of Legal Rate; Defense of Usury Prohibited.