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.