Michigan Compiled Laws
162-1982-8 - Chapter 8 (450.2801...450.2864)
Section 450.2834 - Dissolved Corporation and Officers, Directors, Shareholders, and Members; Manner of Functioning.

Sec. 834.
Subject to section 833 and except as otherwise provided by court order, a dissolved corporation, its officers, directors, shareholders, and members shall continue to function in the same manner as if dissolution had not occurred. Without limiting the generality of this section:
(a) The directors of the corporation are not deemed to be trustees of its assets solely because of the fact of dissolution and shall thereby be held to no greater standard of conduct than that prescribed by section 541.
(b) Title to the corporation's assets remains in the corporation until transferred by it in the corporate name.
(c) The dissolution does not change quorum or voting requirements for the board, shareholders, or members and does not alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, directors or officers, or provisions regarding amendment or repeal of bylaws or adoption of new bylaws.
(d) Shares may be transferred if otherwise authorized.
(e) The corporation may sue and be sued in its corporate name and process may issue by and against the corporation in the same manner as if dissolution had not occurred.
(f) An action brought against the corporation before its dissolution does not abate because of the dissolution.
History: 1982, Act 162, Eff. Jan. 1, 1983

Structure Michigan Compiled Laws

Michigan Compiled Laws

Chapter 450 - Corporations

Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)

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.

Section 450.2803 - Dissolution of Corporation by Action of Incorporators or Directors; Conditions; Certificate of Dissolution.

Section 450.2804 - Dissolution of Corporation by Action of Shareholders or Members; Recommendation; Exceptions; Approval or Authorization; Notice; Voting; Certificate.

Section 450.2805 - Dissolution Under Agreement Under MCL 450.2488; Effectiveness.

Section 450.2811 - Revocation of Dissolution Proceedings; Filing and Execution of Certificate; Additional Manner of Revocation.

Section 450.2815 - Renewal of Corporate Existence.

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.

Section 450.2821 - Action by Attorney General for Dissolution of Corporation; Grounds; Other Actions.

Section 450.2823 - Dissolution of Corporation by Judgment in Action Brought in Court; Proof; Action for Dissolution of Charitable Purpose Corporation.

Section 450.2825 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2831 - Dissolution of Corporation; Conditions.

Section 450.2833 - Dissolved Corporation; Continuation of Corporate Existence; Conduct of Affairs.

Section 450.2834 - Dissolved Corporation and Officers, Directors, Shareholders, and Members; Manner of Functioning.

Section 450.2841 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2841a - Written Notice to Claimants of Dissolved Corporation.

Section 450.2842 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2842a - Publication of Notice of Dissolved Corporation.

Section 450.2843 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

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.

Section 450.2855 - Dissolution of Corporation; Applicable Provisions.

Section 450.2861 - Plan of Reorganization; Action by Directors, Shareholders, or Members Not Required to Put Plan Into Effect.

Section 450.2862 - Powers of Corporation Under Reorganization; Issuing Shares of Capital Stock and Bonds for Consideration Specified in Plan of Reorganization.

Section 450.2863 - Document Filed or Recorded to Accomplish Corporate Purpose Pursuant to Plan of Reorganization; Making, Execution, and Acknowledgment; Contents; Filing.

Section 450.2864 - Reversal or Vacation of Reorganization Plan; Filing of Other or Further Certificates or Documents; Effect; Fees.