MCL - Index of Act 23 of 1993
NOTE: Dates reflect any modification to item, not necessarily a change in law.
Title | Subject |
---|---|
Act 23 of 1993 | MICHIGAN LIMITED LIABILITY COMPANY ACT (450.4101 - 450.5200) |
23-1993-1 | ARTICLE 1 (450.4101...450.4106) |
Section 450.4101 | Short title. |
Section 450.4102 | Definitions. |
Section 450.4103 | Documents; signatures; requirements. |
Section 450.4104 | Documents; filing; delivery; endorsement; returning copy; inspection by public; copies admissible in evidence; effective date; form; fees. |
Section 450.4105 | Failure to promptly file document; notice of refusal to file; judicial review. |
Section 450.4106 | Documents; inaccurate record or defective execution; certificate of correction; filing; signature; contents; effective date of corrected document. |
23-1993-2 | ARTICLE 2 (450.4201...450.4216) |
Section 450.4201 | Limited liability company; purpose. |
Section 450.4202 | Limited liability company; formation; filing as evidence that all conditions performed; exception; duration. |
Section 450.4203 | Articles of organization; contents. |
Section 450.4204 | Limited liability company; low-profit limited liability company; name; requirements; rights. |
Section 450.4204a | Limited liability company licensed as nursing home; use of terms. |
Section 450.4205 | Reserving right to use of name; application; transfer of right. |
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 surviving company; assumed name of converted company; certificate of conversion. |
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. |
Section 450.4207a | Certificate of good standing. |
Section 450.4208 | Resident agent; resignation; notice; appointment of successor; termination of appointment. |
Section 450.4209 | Changing registered office or resident agent; statement; filing; contents; changing business or residence address of resident agent. |
Section 450.4210 | Limited liability company; powers. |
Section 450.4211 | Validity of action or transfer of property; asserting lack of capacity or power. |
Section 450.4212 | Interest rate; agreement. |
Section 450.4213 | Registered office or principal place of business; documents required to be kept. |
Section 450.4214 | Conflict between articles of organization and operating agreement. |
Section 450.4215 | Operating agreement unenforceable. |
Section 450.4216 | Limited liability company; powers. |
23-1993-3 | ARTICLE 3 (450.4301...450.4308) |
Section 450.4301 | Members; contribution. |
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. |
Section 450.4303 | Distribution of assets; allocation; manner; basis. |
Section 450.4304 | Distribution; conditions for receiving. |
Section 450.4305 | Distributions to withdrawing member. |
Section 450.4306 | Distributions; demand, acceptance, and receipt of distribution; form. |
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 equitable rights. |
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. |
23-1993-4 | ARTICLE 4 (450.4401...450.4409) |
Section 450.4401 | Management vested in members. |
Section 450.4402 | Managers; delegation; qualifications; number; notice of delegation. |
Section 450.4403 | Managers; selection; vote; removal; notice. |
Section 450.4404 | Managers; duties; action for failure to perform duties. |
Section 450.4405 | Managers; voting requirements. |
Section 450.4406 | Manager as agent. |
Section 450.4407 | Managers; eliminating or limiting liability; exceptions. |
Section 450.4408 | Repealed. 2010, Act 290, Imd. Eff. Dec. 16, 2010. |
Section 450.4409 | Manager or agent with interest in company; effect; majority vote by members with no interest in transaction; claims. |
23-1993-5 | ARTICLE 5 (450.4501...450.4515) |
Section 450.4501 | Members; admission; liability for acts, debts, or obligations. |
Section 450.4502 | Members; voting rights. |
Section 450.4503 | Members; obtaining certain financial statements and tax returns; inspecting and copying records; obtaining other information; formal accounting of company's affairs. |
Section 450.4504 | Membership interest as personal property. |
Section 450.4505 | Membership interest; assignment; liability of assignee; assignor as member; liability of assignor not released. |
Section 450.4506 | Assignee of membership interest; conditions for membership; rights and powers; liability for obligations of assignor. |
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. |
Section 450.4508 | Encumbrance against membership interest; effect. |
Section 450.4509 | Withdrawal of member; distribution; expulsion. |
Section 450.4510 | Commencement and maintenance of civil suit by company; conditions. |
Section 450.4511 | Investigation of allegations; stay of derivative proceeding. |
Section 450.4512 | Dismissal of derivative proceeding; findings; burden of proof; determination; “disinterested” defined. |
Section 450.4513 | Discontinued or settled derivative proceeding; court approval required; notice; expense. |
Section 450.4514 | Termination of derivative proceeding; court order. |
Section 450.4515 | Action in circuit court; grounds; order or grant of relief; “willfully unfair and oppressive conduct” defined. |
23-1993-6 | ARTICLE 6 (450.4601...450.4604) |
Section 450.4601 | Articles of organization; amendment. |
Section 450.4602 | Articles of organization; conditions requiring amendment. |
Section 450.4603 | Articles of organization; certificate of amendment; filing; contents. |
Section 450.4604 | Restated articles of organization. |
23-1993-7 | ARTICLE 7 (450.4701...450.4709) |
Section 450.4701 | Domestic limited liability companies; merger; plan. |
Section 450.4702 | Merger; approval of plan by members; withdrawal and distribution. |
Section 450.4703 | Plan of merger; execution; certificate; contents and effectiveness. |
Section 450.4704 | Merger; provisions. |
Section 450.4705 | Merger of foreign limited liability companies with domestic limited liability companies; conditions; compliance and liability of surviving company. |
Section 450.4705a | Definitions; merger of domestic limited liability companies with business organizations. |
Section 450.4706 | Abandoning plan of merger; procedure. |
Section 450.4707 | Conversion of domestic partnership or domestic limited partnership to limited liability company. |
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. |
Section 450.4709 | Conversion of business organization into domestic limited liability company; requirements; effectiveness of certificate of conversion. |
23-1993-8 | ARTICLE 8 (450.4801...450.4808) |
Section 450.4801 | Dissolution and winding up; conditions. |
Section 450.4802 | Dissolution; decree by circuit court. |
Section 450.4803 | Dissolution; action by attorney general; grounds; other actions not excluded. |
Section 450.4804 | Certificate of dissolution; filing; contents. |
Section 450.4805 | Winding up by managers, members, or circuit court; procedures; right to maintain actions. |
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. |
Section 450.4807 | Dissolution; publication of notice; requirements; commencing proceeding to enforce claims; claimants with known existing claims not receiving notice. |
Section 450.4808 | Winding up; distribution of assets; order; filing tax returns and paying tax obligations. |
23-1993-9 | ARTICLE 9 (450.4901...450.4910) |
Section 450.4901 | Limited liability company; rendering professional services; applicability of article. |
Section 450.4902 | Definitions. |
Section 450.4903 | Professional limited liability company; purpose stated in articles of organization; name. |
Section 450.4904 | Rendering professional services; organization of professional liability company or professional limited liability company; license or legal authorization of persons required. |
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. |
Section 450.4906 | Disqualification, restriction, or limitation on persons rendering professional service; severing employment and financial interest; noncompliance. |
Section 450.4907 | Professional limited liability company; prohibited activities; exception. |
Section 450.4908 | Sale or transfer of membership interest; restrictions. |
Section 450.4909 | Annual report; filing fee; penalty for late filing. |
Section 450.4910 | Merger; limitation. |
23-1993-10 | ARTICLE 10 (450.5001...450.5010) |
Section 450.5001 | Foreign limited liability company; laws of jurisdiction. |
Section 450.5002 | Transacting business; certificate of authority by foreign limited liability company required; application; filing; contents. |
Section 450.5003 | Certificate of authority; issuance; powers, rights, and privileges of foreign limited liability company. |
Section 450.5004 | Certificate of authority; satisfaction of MCL 450.4204 required for issuance. |
Section 450.5005 | Inaccurate application; correcting statement; certificate; exception; survivor of merger; certificate attesting to merger; annual statement. |
Section 450.5006 | Certificate of withdrawal; contents, form, manner, and execution of application. |
Section 450.5007 | Foreign limited liability company; transacting business without certificate of authority. |
Section 450.5008 | Activities not considered to be transacting business in state; applicability of section to other state laws. |
Section 450.5009 | Making or purchasing loans or participation or interest in loans. |
Section 450.5010 | Maintaining action to restrain by attorney general. |
23-1993-11 | 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. |
Section 450.5102 | Effect of actions by legislature. |
Section 450.5103 | Interest as security. |
Section 450.5200 | Effective date. |