MCL - Index of Chapter 450
NOTE: Dates reflect any modification to item, not necessarily a change in law.
| Title | Subject |
|---|---|
| Chapter 450 | CORPORATIONS |
| Act 327 of 1931 | MICHIGAN GENERAL CORPORATION STATUTE (450.1 - 450.192) |
| Section 450.1-450.61 | Repealed. 1951, Act 239, Eff. Sept. 28, 1951;—1962, Act 174, Eff. Jan. 1, 1964;—1967, Act 67, Eff. Nov. 2, 1967;—1972, Act 284, Eff. Jan. 1, 1973. |
| Section 450.62-450.64 | Repealed. 1982, Act 162, Eff. Jan. 1, 1983. |
| Section 450.65-450.80 | Repealed. 1972, Act 284, Eff. Jan. 1, 1973. |
| Section 450.81 | Repealed. 1982, Act 162, Eff. Jan. 1, 1983. |
| Section 450.82-450.91a | Repealed. 1972, Act 284, Eff. Jan. 1, 1973. |
| Section 450.92 | Repealed. 1982, Act 162, Eff. Jan. 1, 1983. |
| Section 450.93-450.97 | Repealed. 1974, Act 140, Imd. Eff. June 5, 1974. |
| Section 450.98 | Applicability of act to corporations limiting dividends or voting rights, and conducting not more than 50% of business with nonstockholders or nonmembers; classification of corporations organized under MCL 450.98 to 450.109 as profit and nonprofit. |
| Section 450.99 | Cooperative plan; definition; allocation of reserved earnings; cooperative corporations; use of term “cooperative,”“co-op,” or variation thereof. |
| Section 450.100 | Cooperative corporations; shares of stock, contents. |
| Section 450.101 | Cooperative corporations; shareholders' powers; directors, election, term, number; voting. |
| Section 450.102 | Cooperative corporations; membership, regulations. |
| Section 450.103 | Cooperative corporations; amendments to articles. |
| Section 450.104 | Cooperative corporations; reserve funds, investment; shareholders, vote. |
| Section 450.105 | Cooperative corporations; purchase of business; payment, methods. |
| Section 450.106 | Cooperative corporations; distribution of dividends; reserves; distribution of cooperative dividends; determining annual privilege fee. |
| Section 450.107 | Cooperative corporations; surplus earnings, distribution; failure, penalty. |
| Section 450.108 | Cooperative corporations; dealing in commodities; contracts, agreements. |
| Section 450.109 | Cooperative corporations; breach of contract; encouragement prohibited; penalty. |
| Section 450.117-450.132a | Repealed. 1982, Act 162, Eff. Jan. 1, 1983. |
| Section 450.133 | Incorporation of fraternal or secret societies; parent lodge. |
| Section 450.134 | Parent corporations; articles of incorporation. |
| Section 450.135 | Parent corporations; ritual, rules; subordinate lodges, chartering. |
| Section 450.136 | Parent corporations; supervision, subordinate lodge. |
| Section 450.137 | Parent corporations; management, secretary. |
| Section 450.138 | Parent corporations; name, regulations. |
| Section 450.139 | Parent corporations; powers as to property. |
| Section 450.140 | Parent corporations; government, representative form; first annual meeting. |
| Section 450.141 | Parent corporations; annual meeting, powers. |
| Section 450.142 | Local lodges; purpose. |
| Section 450.143 | Local lodges; articles of incorporation. |
| Section 450.144 | Local lodges; powers as to property; parent corporation, supervision. |
| Section 450.145 | Local lodges; officers, representatives. |
| Section 450.146 | Parent or local lodges; powers of non-profit corporation. |
| Section 450.147 | Parent or local lodges; relief funds, raising, payment from treasury. |
| Section 450.148 | Trustee corporations; definition. |
| Section 450.149 | Trustee corporations; trustees, vesting of property; trust instrument, definition. |
| Section 450.150 | Trustee corporations; articles of incorporation. |
| Section 450.151 | Trustee corporations; officers. |
| Section 450.152 | Trustee corporations; powers as to property. |
| Section 450.153 | Trustee corporations; property and funds, use, investments. |
| Section 450.154 | Trustee corporations; trustees, vacancy, filling. |
| Section 450.155 | Trustee corporations; circuit courts, petition; jurisdiction of court. |
| Section 450.156 | Trustee corporations; act amendment of trustee agreement. |
| Section 450.157 | Trustee corporation; hospitals; asylums; trustee instrument; indenturing or apprenticing destitute or foundling children; withdrawal. |
| Section 450.158 | Trustee corporations; hospital, asylum, charitable institution; gifts, acceptance. |
| Section 450.159 | Church trustee corporations; trustees, election, number; certification of election. |
| Section 450.159a | Church trustee corporations; trustees, increase, decrease; resolutions, adoption; meetings, terms; additional trustee, election. |
| Section 450.160 | Church trustee corporations; trustees, vacancy, filling. |
| Section 450.161 | Church trustee corporations; powers as to property. |
| Section 450.162 | Church trustee corporations; investment, powers, certificate. |
| Section 450.163-450.167 | Repealed. 1982, Act 162, Eff. Jan. 1, 1983. |
| Section 450.167a | Henry Ford trade school; dissolution; cancellation of franchise; assets, disposal, sale; debts, payment; retirement program; payment of dissolution charges; certificate, filing, contents. |
| Section 450.168 | Repealed. 1982, Act 162, Eff. Jan. 1, 1983. |
| Section 450.169 | Corporations to provide student aid. |
| Section 450.170 | Educational corporations; incorporation. |
| Section 450.171 | Educational corporations; classification; religious college not included; filing of articles of incorporation; statement; guaranteed annual income as credit to capital; use of "college", "university", or "junior college" as name; expansion of program; reopening of educational corporation; requirements; definitions. |
| Section 450.172 | Educational foundations; colleges, establishment. |
| Section 450.173 | Educational foundations; articles of incorporation, contents, amendment. |
| Section 450.174 | Educational foundations; property, acceptance; government. |
| Section 450.175 | Educational foundations; board of directors, trustees; powers. |
| Section 450.176 | Educational corporations; holders of diplomas or certificates; privilege or immunity. |
| Section 450.177 | Educational foundations; inspection by state board of education, time; annual report, contents. |
| Section 450.178 | Ecclesiastical corporations; incorporation; purpose. |
| Section 450.179 | Ecclesiastical corporations; articles of incorporation. |
| Section 450.180 | Ecclesiastical corporations; articles, execution, contents; receivership; unclaimed property, state. |
| Section 450.181 | Ecclesiastical corporations; by-laws. |
| Section 450.182 | Ecclesiastical corporations; articles, amendment procedure. |
| Section 450.183 | Ecclesiastical corporations; powers as to property. |
| Section 450.184 | Ecclesiastical corporations; gifts, acceptance, investment. |
| Section 450.184a | Organization and operation of religious college by ecclesiastical corporation. |
| Section 450.185 | Ecclesiastical corporations; powers of church unrestricted. |
| Section 450.186 | Ecclesiastical corporations; Sunday school, religious society; incorporation. |
| Section 450.186a | Public building corporations; incorporation; contracts with state administrative board, legislature's approval. |
| Section 450.186b | Public building corporations; powers as to property; state contracts, leases; bonds; by-laws. |
| Section 450.186c | Public building corporations; non-profit provisions, applicability; administration of property and accumulation; rent to state; fees, purpose. |
| Section 450.186d | Public building corporations; trustees, number, terms, compensation; members, term, admission. |
| Section 450.186e | Public building corporations; winding up affairs by legislature; property, conservation, disposition. |
| Section 450.187 | Repealed. 1965, Act 161, Imd. Eff. July 15, 1965. |
| Section 450.187a | Repealed. 1970, Act 66, Imd. Eff. July 10, 1970. |
| Section 450.187b | Repealed. 1972, Act 284, Eff. Jan. 1, 1973. |
| Section 450.188, 450.189 | Repealed. 1982, Act 162, Eff. Jan. 1, 1983. |
| Section 450.190 | Catchline headings of sections not part of act. |
| Section 450.191 | Repeal of acts and parts of acts; MCL 450.631 and 450.632 inapplicable to corporations governed by this act. |
| Section 450.192 | Saving clause. |
| E.R.O. No. 1972-4 | EXECUTIVE REORGANIZATION ORDER (450.211 - 450.211) |
| Section 450.211 | Corporation division; transfer. |
| Act 192 of 1962 | Repealed-PROFESSIONAL SERVICE CORPORATION ACT (450.221 - 450.235) |
| Act 169 of 1965 | DISSOLUTION OF CHARITABLE PURPOSE CORPORATIONS ACT (450.251 - 450.253) |
| Section 450.251 | Charitable purpose corporations; prohibited conduct; compliance with subsection (2); merger, conversion, or dissolution; notice and documents to attorney general; court proceedings; consent to dissolution by attorney general. |
| Section 450.251a | Short title of act. |
| Section 450.252 | Acceptance of certain certificates and amendments by department of licensing and regulatory affairs; issuance of certificate of withdrawal. |
| Section 450.252a | Consent by attorney general; failure to provide written notice under subsection (1); submission of affidavit; judicial review of refusal of attorney general to consent to transaction. |
| Section 450.253 | Construction of act. |
| Act 85 of 1921 | Repealed-CORPORATE FEES, TAXES, AND CHARGES (450.301 - 450.310) |
| Act 392 of 1978 | VALIDATION OF AUDITS (450.321 - 450.321) |
| Section 450.321 | Validation of certain audits. |
| Act 226 of 1885 | Repealed-REPORTS OF CERTAIN FOREIGN CORPORATIONS AND JOINT STOCK COMPANIES (450.351 - 450.354) |
| Act 16 of 1932 (1st Ex. Sess.) | Repealed-EXTENSION OF CORPORATE LIFE (450.361 - 450.363) |
| Act 26 of 1963 (2nd Ex. Sess.) | TERM OF EXISTENCE OF DOMESTIC CORPORATIONS (450.371 - 450.372) |
| Section 450.371 | Domestic corporations; terms of existence. |
| Section 450.372 | Effective date of act. |
| Act 213 of 1935 | Repealed-REINSTATEMENT OF NONPROFIT CORPORATIONS (450.401 - 450.402) |
| Act 2 of 1945 | REVIVAL OF NONPROFIT CORPORATIONS (450.411 - 450.412) |
| Section 450.411 | Nonprofit corporations; renewal of corporate existence; new articles; reports; fees; penalty. |
| Section 450.412 | Nonprofit corporations; revival of charter; extension of corporate term; validity of corporate acts. |
| Act 161 of 1947 | Repealed-REINSTATEMENT OF ECCLESIASTICAL CORPORATIONS (450.421 - 450.422) |
| Act 48 of 1947 | Repealed-REINSTATEMENT OF PROFIT CORPORATIONS (450.431 - 450.432) |
| Act 90 of 1954 | Repealed-REINSTATEMENT OF NONPROFIT CORPORATIONS (450.441 - 450.442) |
| Act 138 of 1941 | REINSTATEMENT OF CEMETERY ASSOCIATIONS (450.471 - 450.473) |
| Section 450.471 | Nonprofit cemetery association; reinstatement of charter; report; penalty; certificate; filing articles of association. |
| Section 450.472 | Non-profit cemetery associations; right restoration; contracts validation. |
| Section 450.473 | Non-profit cemetery associations; county clerk, duties. |
| R.S. of 1846 | Revised Statutes of 1846 (450.504 - 450.525) |
| R-S-1846-450-504-55 | CHAPTER 55 CHAPTER 55. GENERAL PROVISIONS RELATING TO CORPORATIONS. (450.504...450.525) |
| R-S-1846-450-504-55-CORPORATIONS | CORPORATIONS (450.504...450.525) |
| Section 450.504 | Absence or death of person authorized to call or preside at legal meeting of corporation; application; warrant to call meeting. |
| Section 450.507 | Holding of land; subscriptions; donations; stock transfer; articles, amendment. |
| Section 450.519 | Contributions; recovery in chancery. |
| Section 450.520 | Acts of incorporation; amendment, alteration or repeal. |
| Section 450.521 | Assessing officers; returns, contents. |
| Section 450.522 | Assessing officers; returns, default; penalty. |
| Section 450.523 | Fraudulent transfer of shares to avoid taxation; penalty. |
| Section 450.524 | Returns to state treasurer; default, computation, state tax. |
| Section 450.525 | Attorney general and legislature; examination. |
| Act 139 of 1895 | Repealed-CHANGE IN CORPORATE NAME (450.601 - 450.601) |
| Act 112 of 1889 | Repealed-SALE OF CORPORATE PROPERTY, FRANCHISES, RIGHTS, AND PRIVILEGES (450.631 - 450.632) |
| Act 112 of 1885 | Repealed-ELECTION OF CORPORATE DIRECTORS (450.651 - 450.651) |
| Act 354 of 1917 | PRACTICE OF LAW BY CORPORATIONS AND VOLUNTARY ASSOCIATIONS (450.681 - 450.681) |
| Section 450.681 | Practice of law by corporations and voluntary associations prohibited; exceptions; penalty. |
| R.S. of 1846 | Revised Statutes of 1846 (450.691 - 450.696) |
| R-S-1846-450-691-53 | CHAPTER 53 CHAPTER 53. OF LIBRARIES AND LYCEUMS. (450.691...450.696) |
| R-S-1846-450-691-53-LIBRARIES-AND-LYCEUMS. | LIBRARIES AND LYCEUMS. (450.691...450.696) |
| Section 450.691 | Incorporation of library by proprietors; meeting; notice. |
| Section 450.692 | Libraries; proprietors; powers; proceedings, certificate; recording. |
| Section 450.693 | Libraries; powers of corporation; governing law. |
| Section 450.694 | Libraries; collector and treasurer, bond. |
| Section 450.695 | Libraries; shares, assessment and transfer; holding of property. |
| R-S-1846-450-691-53-LIBRARIES-AND-LYCEUMS-OF-LYCEUMS. | OF LYCEUMS. (450.696...450.696) |
| Section 450.696 | Libraries; organization; powers. |
| Act 156 of 1955 | ATTORNEY IN FACT FOR SERVICE OF PROCESS (450.701 - 450.704) |
| Section 450.701 | Corporation director, manager, trustee or officer; resident agent, attorney; appointment, duration. |
| Section 450.702 | Corporation director, manager, trustee or officer; resident agent; service of process, copy forwarded. |
| Section 450.703 | Corporation director, manager, trustee or officer; continuance. |
| Section 450.704 | Corporation director, manager, trustee or officer; resignation. |
| Act 368 of 1965 | Repealed-SCHOLARSHIP CORPORATIONS (450.711 - 450.728) |
| Act 152 of 1985 | THE EMPLOYEE-OWNED CORPORATION ACT (450.731 - 450.738) |
| Section 450.731 | Short title. |
| Section 450.732 | Definitions. |
| Section 450.733 | Program to assist in developing employee-owned corporations; establishment; operation; duty of department. |
| Section 450.734 | Powers of department generally. |
| Section 450.735 | Assistance in implementing MCL 450.734. |
| Section 450.736 | Notice of decision to close or relocate operations. |
| Section 450.737 | Feasibility study; informational meeting. |
| Section 450.738 | Conditional effective date. |
| Act 44 of 1979 | Repealed-EMPLOYEE-OWNED CORPORATIONS (450.751 - 450.759) |
| Act 428 of 1980 | STATE PROCUREMENTS FOR MINORITY OWNED AND WOMAN OWNED BUSINESSES (450.771 - 450.776) |
| Section 450.771 | Definitions. |
| Section 450.772 | Construction, goods, and services procurement policy; minority owned and woman owned businesses; provisions; program changes; portion of prime contract reflecting minority owned or woman owned business participation; bidder requirements; contract award. |
| Section 450.773 | Establishing procurement policy for meeting projected goals; report; staff. |
| Section 450.774 | Certification as minority owned or woman owned business; affidavit; filing. |
| Section 450.775 | Violating or conspiring to violate act; fraudulent procurement of contract; felony; penalty; barring violator from obtaining future contracts. |
| Section 450.776 | Minority owned or woman owned business as prime contractor. |
| Act 464 of 1980 | Repealed-SMALL BUSINESS DEVELOPMENT PROGRAM (450.781 - 450.787) |
| Act 112 of 1988 | THE BUSINESS OPPORTUNITY ACT FOR PERSONS WITH DISABILITIES (450.791 - 450.795) |
| Section 450.791 | Short title. |
| Section 450.792 | Definitions. |
| Section 450.793 | Departmental goals; review of progress; recommendations; changes in programs; consideration of subcontracts and joint ventures; consideration in meeting requirements of subsections (1) and (3); award of contract to lowest qualified bidder; report. |
| Section 450.794 | Designation of certifying agency by governor; acceptable documentation; verification; application form; affidavit and documentation; proof required. |
| Section 450.795 | Fraudulent procurement of contract prohibited; violation as felony; penalty. |
| Act 217 of 1985 | Repealed-EMPLOYEE-OWNED CORPORATION REVOLVING LOAN FUND (450.801 - 450.815) |
| Act 305 of 2000 | UNIFORM ELECTRONIC TRANSACTIONS ACT (450.831 - 450.849) |
| Section 450.831 | Short title. |
| Section 450.832 | Definitions. |
| Section 450.833 | Applicability of act to electronic records and signatures; exception for 2020. |
| Section 450.834 | Applicability of act; commencement. |
| Section 450.835 | Scope of act; terms. |
| Section 450.835a | Amending, reaffirming, or repealing restrictive covenant by electronic signature. |
| Section 450.836 | Construction of act. |
| Section 450.837 | Record or signature in electronic form; legal effect; enforcement. |
| Section 450.838 | Agreement to conduct transaction by electronic means; satisfaction of legal requirement. |
| Section 450.839 | Attribution of electronic record or signature. |
| Section 450.840 | Change or error in transmission of electronic record. |
| Section 450.841 | Signature notarized, acknowledged, verified, or made under oath; satisfaction of requirement. |
| Section 450.842 | Retention of record. |
| Section 450.843 | Evidence of record or signature in criminal or civil proceeding. |
| Section 450.844 | Automated transaction; applicable rules. |
| Section 450.845 | Electronic record considered sent or received. |
| Section 450.846 | Transferable record. |
| Section 450.848 | Use of electronic records and signatures by governmental agency; determination by department of technology, management, and budget. |
| Section 450.848a | Strict compliance exception for 2020 to 2021; applicability to transactions under uniform commercial code. |
| Section 450.849 | Standards adopted by other governmental agencies. |
| Act 284 of 1972 | BUSINESS CORPORATION ACT (450.1101 - 450.2099) |
| 284-1972-1 | CHAPTER 1 GENERAL PROVISIONS (450.1101...450.1151) |
| Section 450.1101 | Short title. |
| Section 450.1103 | Liberal construction; purposes and policies of act. |
| Section 450.1104 | Definitions controlling interpretation of act. |
| Section 450.1105 | Definitions; A, B. |
| Section 450.1106 | Definitions; C to E. |
| Section 450.1107 | Definitions; F to I. |
| Section 450.1108 | Definitions; N to P. |
| Section 450.1109 | Definitions; S. |
| Section 450.1110 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1121 | Applicability of act to domestic and foreign corporations. |
| Section 450.1122 | References to repealed acts; statutes inapplicable to corporations defined in MCL 450.1106; uniform voidable transactions act inapplicable to distributions. |
| Section 450.1123 | Applicability of act generally. |
| Section 450.1125 | Applicability to foreign commerce, interstate commerce, and federal corporations. |
| Section 450.1127 | Applicability to existing corporations; saving clause. |
| Section 450.1129 | Amendment or repeal of act. |
| Section 450.1131 | Submission of document; delivery; filing; return of copy or original; public inspection; maintaining records or files; copies of documents and destroying originals; certified reproduced copy of document as evidence; effective date of document; fees. |
| Section 450.1132 | Filed documents; language, form, execution, and contents. |
| Section 450.1133 | Correction of document relating to domestic or foreign corporation; signing and filing of certificate of correction; contents of certificate; effective date of corrected document. |
| Section 450.1141 | Corporate action without notice or lapse of prescribed time period. |
| Section 450.1142 | Notice or communication where communication unlawful or where notice or communication not required; statement. |
| Section 450.1143 | Mailing notice or communication; delivery; electronic transmission; "address" defined; notice to corporation's resident agent. |
| Section 450.1151 | Failure to file document; notice; refusing or revoking authorization of foreign corporation to transact business; judicial review. |
| 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 450.1204 | Articles of incorporation; provision as to compromise, arrangement, or plan of reorganization. |
| Section 450.1205 | Articles of incorporation; effect of provision as to compromise, arrangement, or plan of reorganization. |
| Section 450.1209 | Articles of incorporation; permissible provisions. |
| Section 450.1211 | Corporate name; required words and abbreviations. |
| Section 450.1212 | Corporate name; conformity; noncompliance of corporate name of foreign corporation as bar to certificate of authority; rights to use of corporate name not created. |
| Section 450.1213 | Assumption of name implying banking, insurance, surety, or trust company; prohibited letters or words; corporation licensed as nursing home; use of terms. |
| 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 450.1223 | Selection of board; adoption of bylaws; first meeting; quorum; election of officers; transaction of business. |
| Section 450.1231 | Adoption, amendment, or repeal of bylaws; contents of bylaws. |
| Section 450.1241 | Registered office and resident agent required; address. |
| Section 450.1242 | Changing registered office or resident agent; statement; changing address of registered office. |
| Section 450.1243 | Resignation of resident agent. |
| Section 450.1246 | Service of process. |
| Section 450.1251 | Formation of corporation for lawful purpose; exception; aiding national emergency. |
| 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. |
| 284-1972-2A | CHAPTER 2A PROFESSIONAL CORPORATIONS (450.1281...450.1289) |
| Section 450.1281 | Incorporation as professional corporation. |
| Section 450.1282 | Definitions. |
| Section 450.1283 | Professional corporation; formation; name. |
| Section 450.1284 | Professional corporation subject to MCL 333.16101 to 333.18838. |
| Section 450.1285 | Professional services; licensure of officers, employee, and agents; other laws; liability. |
| Section 450.1286 | Persons required to sever employment with and financial interest in professional corporation; exception; failure to comply with section. |
| Section 450.1287 | Professional services; limitation. |
| Section 450.1288 | Issuance of capital stock; sale or transfer of shares; voting trust or other agreement; redemption or purchase of shares. |
| Section 450.1289 | Professional entity as surviving entity of merger or conversion. |
| 284-1972-3 | CHAPTER 3 CAPITAL STRUCTURE AND CORPORATE FINANCE (450.1301...450.1392) |
| Section 450.1301 | Issuance and classes of shares; rights, preferences, and limitations. |
| Section 450.1301a | Amendment deleting reference to par value. |
| Section 450.1302 | Class of shares; division and issuance in series; rights and preferences; certificate; resolution eliminating class or series of shares; subsequent resolution. |
| Section 450.1303 | Convertible shares and bonds; increase in shares to satisfy conversion privileges. |
| Section 450.1304 | Convertible shares and bonds; conditions to issuance; disposition of convertible bonds or shares. |
| Section 450.1304a | Redeemable shares. |
| Section 450.1305 | Subscription for shares. |
| Section 450.1306 | Subscription for shares; payment; call; security interest. |
| Section 450.1307 | Subscription agreement; default in payment; rights and duties of corporation. |
| Section 450.1308 | Cancellation of shares upon rescission of subscription. |
| Section 450.1311, 450.1313 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1314 | Reservation of powers to shareholders; consideration for authorized issuance of shares; determination of adequacy; shares fully paid and nonassessable; rights and privileges of subscriber. |
| Section 450.1315 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1317 | Liability of purchaser, holder, subscriber, assignee, transferee, pledgee, or shareholder. |
| Section 450.1321 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1327 | Expenses of organization and reorganization; expenses of sale or underwriting of shares. |
| Section 450.1331 | Share certificates. |
| Section 450.1332 | Share certificates; contents. |
| Section 450.1334 | Share certificates; loss or destruction; bond. |
| Section 450.1335 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1336 | Issuance or transfer of shares without certificates; statement. |
| Section 450.1338 | Fractions of share or scrip. |
| Section 450.1341 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1341a | Issuance of shares pro rata and without consideration; share dividend. |
| Section 450.1342 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1342a | Rights, options, or warrants. |
| Section 450.1343 | Preemptive rights. |
| Section 450.1344 | Acquisition of own shares by corporation; shares as authorized but unissued; reducing number of authorized shares if reissuance prohibited; restriction on acquisition. |
| Section 450.1345 | Distributions to shareholders; record date for determining entitlement; prohibited distribution; determination; measuring effect of distribution; indebtedness to shareholder; obligation to make future payments; enforceability of guaranty or other undertaking by third party; asserting right of rescission or other legal or equitable rights. |
| Section 450.1351-450.1367 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1368 | Repealed. 1997, Act 118, Imd. Eff. Oct. 24, 1997. |
| Section 450.1371-450.1381 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1391 | Inspection and voting rights of bondholders; facsimile signatures. |
| Section 450.1392 | Chapter inapplicable to distributions in dissolution. |
| 284-1972-4 | CHAPTER 4 SHAREHOLDERS (450.1401...450.1497) |
| Section 450.1401 | Meetings of shareholders; place. |
| Section 450.1402 | Annual meeting of shareholders. |
| Section 450.1403 | Special meeting of shareholders. |
| Section 450.1404 | Meetings of shareholders; notice; adjournment; result of shareholder's attendance at meeting. |
| Section 450.1405 | Participating in meeting of shareholders by conference telephone or remote communications. |
| Section 450.1406 | Meeting of shareholders; duties of chairperson. |
| Section 450.1406a | Electronic transmission as notice; consent. |
| Section 450.1407 | Corporate action without meeting, notice, or vote of shareholders. |
| Section 450.1411 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1412 | Fixing record dates for certain purposes. |
| Section 450.1413 | List of shareholders entitled to vote. |
| Section 450.1415 | Shareholder meeting; quorum. |
| Section 450.1421 | Proxy; expiration; means; use of reproduction of writing or transmission; revocability; incompetence or death of shareholder. |
| Section 450.1422 | Irrevocable proxy. |
| Section 450.1423 | Revocable proxy. |
| Section 450.1431 | Inspectors at shareholders' meetings. |
| Section 450.1432 | Procedure recognizing beneficial owner of shares as shareholder. |
| Section 450.1441 | Voting by shareholders. |
| Section 450.1442 | Voting as a class or series. |
| Section 450.1444 | Voting shares standing in name of another corporation; voting pledged shares. |
| Section 450.1445 | Voting shares held by representatives or fiduciaries. |
| Section 450.1446 | Voting by joint tenants or tenants in common. |
| Section 450.1447 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1447a | Voting shares owned by second corporation. |
| Section 450.1448 | Voting of redeemable shares. |
| Section 450.1451 | Cumulative voting. |
| Section 450.1455 | Articles control where voting requirements exceed those of act. |
| Section 450.1461 | Voting agreements between shareholders. |
| Section 450.1463 | Repealed. 1997, Act 118, Imd. Eff. Oct. 24, 1997. |
| Section 450.1466 | Voting trust agreement; certificates. |
| Section 450.1467 | Responsibility of voting trustee; determination of right to vote and manner of voting. |
| Section 450.1468 | Extending duration of voting trust agreement. |
| Section 450.1471 | Shares as personal property; shares transferable. |
| Section 450.1472 | Restriction on transfer or registration of transfer of bond or share; imposition; enforcement. |
| Section 450.1473 | Permissible restrictions on transfer or registration of transfer of bonds or shares. |
| Section 450.1481 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1485 | Corporate books, records, and minutes. |
| Section 450.1487 | Request for balance sheet, statement of income, and statement of source and application of funds; inspection of records; court order; definition; holder of voting trust certificate deemed shareholder. |
| Section 450.1488 | Shareholder agreement. |
| Section 450.1489 | Action by shareholder. |
| Section 450.1491 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1491a | Definitions. |
| Section 450.1492 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1492a | Commencement of derivative proceeding by shareholder; criteria. |
| Section 450.1493 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1493a | Commencement of derivative proceeding by shareholder; criteria. |
| Section 450.1494 | Stay of derivative proceeding; condition. |
| Section 450.1495 | Dismissal of derivative proceeding; determination. |
| Section 450.1496 | Discontinuance or settlement of derivative proceeding; judicial approval; notice; expense. |
| Section 450.1497 | Termination of derivative proceeding; order of court. |
| 284-1972-5 | CHAPTER 5 DIRECTORS AND OFFICERS (450.1501...450.1571) |
| Section 450.1501 | Management of corporation; qualifications of director. |
| Section 450.1505 | Number, election, and term of directors; resignation; designation, compensation, and expenses of independent director; communication of independent director with shareholders. |
| Section 450.1506 | Division of directors into classes; terms of directors in first, second, or third class; election. |
| Section 450.1511 | Removal of directors by shareholders. |
| Section 450.1514 | Removal of director by court. |
| Section 450.1515 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1515a | Filling vacancy in board. |
| Section 450.1521 | Regular or special meetings of board. |
| Section 450.1523 | Quorum; majority vote as constituting action of board. |
| Section 450.1525 | Consent to action of board without meeting. |
| Section 450.1527 | Committees; designation by board; membership; absence or disqualification of member; terms. |
| Section 450.1528 | Committees; powers and authority; limitations; subcommittees. |
| Section 450.1529 | Submission of matter to shareholder vote. |
| Section 450.1531 | Officers of corporation; election or appointment; holding 2 or more offices; authority and duties. |
| Section 450.1535 | Removal or resignation of officers; contract rights. |
| Section 450.1541 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1541a | Director or officer; manner of discharging duties; reliance on information, opinions, reports, or statements; action against director or officer; limitations. |
| Section 450.1545 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1545a | Interest of director or officer in transaction; compensation of directors. |
| Section 450.1546 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1548 | Loan, guaranty, or assistance by corporation to director, officer, or employee. |
| Section 450.1551 | Liability of directors for corporate actions; liability of shareholders accepting or receiving share dividend or distribution. |
| Section 450.1552 | Rights of director against whom claim is successfully asserted under MCL 450.1551. |
| Section 450.1553 | Presumption of concurrence by director in corporation action; effect of dissent. |
| Section 450.1554 | Action against director or shareholder; limitation. |
| Section 450.1561 | Indemnification of certain persons generally. |
| Section 450.1562 | Additional provisions for indemnification of certain persons. |
| Section 450.1563 | Indemnification against actual and reasonable expenses. |
| Section 450.1564 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1564a | Indemnification under MCL 450.1561, MCL 450.1562, or MCL 450.1563; determination and evaluation; designation of committee or selection of independent legal counsel; partial indemnification; payment authorization; indemnification for expenses and liabilities. |
| Section 450.1564b | Payment or reimbursement of party in advance of final disposition of proceeding; undertaking as unlimited general obligation; evaluation of reasonableness; advancement of expenses. |
| Section 450.1564c | Application for indemnification to court; determination. |
| Section 450.1565 | Limitation on total amount of expenses advanced or indemnified; duration of indemnification; elimination or impairment. |
| Section 450.1567 | Liability insurance. |
| Section 450.1569 | “Corporation” defined for purposes of MCL 450.1561 to 450.1567; "business organization" defined. |
| Section 450.1571 | Definitions. |
| 284-1972-6 | CHAPTER 6 AMENDMENTS TO ARTICLES OF INCORPORATION (450.1601...450.1651) |
| Section 450.1601 | General power of amendment. |
| Section 450.1602 | Specific powers of amendment. |
| Section 450.1611 | Articles of incorporation; amendment procedure. |
| Section 450.1615 | Class vote on amendment. |
| Section 450.1621 | Dissent of shareholder to amendment; payment to dissenting shareholder. |
| Section 450.1631 | Certificate of amendment. |
| Section 450.1641 | Adoption of restated articles of incorporation; amendment. |
| Section 450.1642 | Designation and contents of restated articles; omission. |
| Section 450.1643 | Signing and filing restated articles; execution; original articles superseded; status of restated articles. |
| Section 450.1651 | Abandonment of amendment; certificate of abandonment. |
| 284-1972-7 | CHAPTER 7 CORPORATE COMBINATIONS AND DISPOSITIONS (450.1701...450.1774) |
| Section 450.1701 | Merger of domestic corporations; adoption and contents of plan of merger. |
| Section 450.1702 | Plan of share exchange; approval; contents; power of corporation not limited. |
| Section 450.1703 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1703a | Plan of merger or share exchange; approval; definitions. |
| Section 450.1704 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1706 | Merger with domestic or foreign corporation; execution of certificate by incorporators; compliance. |
| Section 450.1707 | Certificate of merger or share exchange. |
| Section 450.1711 | Merger of parent and subsidiary corporations; approval; mailing copy or summary of plan of merger to minority shareholders; waiver; compliance; effectuation of merger under other provisions. |
| Section 450.1712 | Merger of parent and subsidiary corporations; certificate of merger. |
| Section 450.1713 | Merger of parent and subsidiary corporations; approval of shareholders. |
| Section 450.1721-450.1723 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1724 | Merger; applicable provisions; share exchange. |
| Section 450.1731-450.1734 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1735 | Foreign corporations and domestic corporations; merger or share exchange; compliance; liability; power of foreign corporation not limited. |
| Section 450.1736 | Merger of domestic corporation with business organization. |
| Section 450.1741 | Abandonment of merger or share exchange. |
| Section 450.1745 | Conversion of domestic corporation into business organization; requirements; "business organization" and "entity" defined. |
| Section 450.1746 | Conversion of business organization into domestic corporation; requirements. |
| Section 450.1751 | Disposition of corporate property and assets; approval by shareholders. |
| Section 450.1753 | Disposition of corporate property and assets not in usual and regular course of business; recommendation and submission of transaction; notice; authorization; abandonment; disposition by second corporation; transaction as distribution. |
| Section 450.1754 | Rights of shareholders. |
| Section 450.1761 | Definitions. |
| Section 450.1762 | Right of shareholder to dissent and obtain payment for shares. |
| Section 450.1763 | Rights of partial dissenter; assertion of dissenters' rights by beneficial shareholder. |
| Section 450.1764 | Corporate action creating dissenters' rights; vote of shareholders; notice. |
| Section 450.1765 | Notice of intent to demand payment for shares. |
| Section 450.1766 | Dissenters' notice; delivery to shareholders; contents. |
| Section 450.1767 | Duties of shareholder sent dissenter's notice; retention of rights; failure to demand payment or deposit share certificates. |
| Section 450.1768 | Restriction on transfer of shares without certificates; retention of rights. |
| Section 450.1768a | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1769 | Payment by corporation to dissenter; accompanying documents. |
| Section 450.1770 | Return of deposited certificates and release of transfer restrictions; effect of corporation taking proposed action. |
| Section 450.1771 | Election to withhold payment from dissenter; offer to pay estimated fair value of shares, plus accrued interest; statements; explanation. |
| Section 450.1772 | Demand for payment of dissenter's estimate or rejection of corporation's offer and demand for payment of fair value and interest due; waiver. |
| Section 450.1773 | Petitioning court to determine fair value of shares and accrued interest; failure of corporation to commence proceeding; venue; parties; service; jurisdiction; appraisers; discovery rights; judgment. |
| Section 450.1773a | Referee; appointment; powers; compensation; duties; objections to report; application to court for action; adoption, modification, or recommitment of report; further evidence; judgment; review. |
| Section 450.1774 | Costs of appraisal proceeding. |
| 284-1972-7A | CHAPTER 7A (450.1775...450.1784) |
| Section 450.1775 | Meanings of words and phrases; inconsistent provisions. |
| Section 450.1776 | Definitions; A, B. |
| Section 450.1777 | Definitions; C, D. |
| Section 450.1778 | Definitions; E to S. |
| Section 450.1779 | Definitions; V. |
| Section 450.1780 | Advisory statement and approval. |
| Section 450.1781 | Conditions for inapplicability of vote to business combination; inapplicability of certain provisions. |
| Section 450.1782 | Applicability of MCL 450.1780; resolution. |
| Section 450.1783 | Applicability of MCL 450.1780; interested shareholder; resolution; election. |
| Section 450.1784 | Business corporations exempt from requirements of MCL 450.1780. |
| 284-1972-7B | CHAPTER 7B CONTROL SHARE ACQUISITIONS (450.1790...450.1799) |
| Section 450.1790-450.1799 | Repealed. 2008, Act 402, Imd. Eff. Jan. 6, 2009. |
| 284-1972-8 | CHAPTER 8 DISSOLUTION (450.1801...450.1864) |
| Section 450.1801 | Methods of dissolution. |
| Section 450.1803 | Conditions to dissolution by incorporators or directors; certificate of dissolution. |
| Section 450.1804 | Dissolution by action of board and shareholders; certificate of dissolution. |
| Section 450.1805 | Dissolution; execution and filing certificate. |
| Section 450.1806 | Certificate of dissolution; filing; time of effectiveness; conditions; date stamp as evidence. |
| Section 450.1811 | Revocation of dissolution proceedings; certificate of revocations. |
| Section 450.1815 | Renewal of corporate existence; manner. |
| Section 450.1817 | Effective date of revocation of dissolution or renewal of corporate existence; accrued penalty or liability unaffected; adoption of corporate name; rights of corporation. |
| Section 450.1821 | Action by attorney general for dissolution; grounds. |
| Section 450.1823 | Action by director or shareholder for dissolution; judgment; proof. |
| Section 450.1825 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1831 | Occurrences dissolving corporation. |
| Section 450.1833 | Corporate existence continued for purpose of winding up affairs. |
| Section 450.1834 | Functions of dissolved corporation and its officers, directors, and shareholders continued. |
| Section 450.1841 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1841a | Notice to existing claimants of dissolution; contents; notice as recognition of validity of claim; conditions barring claim; “existing claim” defined; effective date of notice. |
| Section 450.1842 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1842a | Publication of notice of dissolution; requirements; claimants commencing proceedings within 1 year of notice. |
| Section 450.1843 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1851 | Judicial supervision of corporate affairs and liquidation of assets; permitting creditor to file claim or commence proceeding. |
| Section 450.1855 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.1855a | Provision for debts, obligations, and liabilities; distribution of remaining assets. |
| Section 450.1861 | Implementation of judicially confirmed plan of reorganization. |
| Section 450.1862 | Powers of corporation under judicially confirmed plan of reorganization. |
| Section 450.1863 | Certificate or document filed or recorded pursuant to plan of reorganization. |
| Section 450.1864 | Additional certificate or document filed to conform to plan of reorganization as finally confirmed; effect of filing; fees. |
| 284-1972-9 | CHAPTER 9 REPORTS (450.1901...450.1935) |
| Section 450.1901 | Financial report. |
| Section 450.1911 | Annual report; filing date; contents; exception; information unchanged. |
| Section 450.1913 | Destruction or disposition of corporate documents by county clerk. |
| Section 450.1915 | Repealed. 2003, Act 106, Imd. Eff. July 24, 2003. |
| Section 450.1921 | Neglecting or refusing to file report or pay fee; penalty; exception; waiver. |
| Section 450.1922 | Dissolution of corporation or revocation of certificate of authority for neglecting or refusing to file reports or pay fee or penalty; notice of impending dissolution; right to certificate of good standing. |
| Section 450.1923 | Extension of time for filing report; report to attorney general; action for imposition of penalties; notice of failure to file report. |
| Section 450.1924 | Annual reports due or deficient; penalties and interest. |
| Section 450.1925 | Renewal of corporate existence or certificate of authority by filing reports and paying fees and penalties; adoption of corporate name; effect of compliance. |
| Section 450.1931 | Wilful false statement in report; penalty. |
| Section 450.1932 | False or fraudulent report, certificate, or statement; falsification or alteration of books, records, or accounts; penalties. |
| Section 450.1935 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| 284-1972-10 | CHAPTER 10 FOREIGN CORPORATIONS (450.2001...450.2099) |
| Section 450.2001 | Foreign corporation transacting business in state on effective date of act. |
| Section 450.2002 | Foreign corporation with certificate of authority. |
| Section 450.2003 | Foreign corporation without certificate of authority. |
| Section 450.2011 | Certificate of authority as prerequisite to transacting business; scope of authority. |
| Section 450.2012 | Activities not constituting transaction of business; applicability of section. |
| Section 450.2013 | Loans. |
| Section 450.2014 | Applicability of MCL 450.2001 to 450.2055. |
| Section 450.2015 | Certificate of authority to transact business; application; filing; contents. |
| Section 450.2016 | Foreign corporation; application; attaching certificate of good standing; fees; issuance of certificate of authority; duration of authority. |
| Section 450.2021 | Foreign corporation; amended application; conditions; contents; corporation as survivor of merger or conversion; increase in authorized shares. |
| Section 450.2023 | Repealed. 1993, Act 91, Eff. Oct. 1, 1993. |
| Section 450.2031 | Application for withdrawal from state. |
| Section 450.2032 | Issuance and effect of certificate of withdrawal. |
| Section 450.2035 | Information required to be filed on dissolution, termination, merger, conversion, or consolidation; assessment of unpaid fees; certificate of withdrawal; "business organization" defined. |
| Section 450.2041 | Certificate of authority; grounds for revocation. |
| Section 450.2042 | Certificate of authority; revocation; notice; certificate of revocation; effect. |
| Section 450.2051 | Action or proceeding by or against foreign corporation without certificate of authority; order of dismissal; recommencement of action; validity of corporate contracts or acts. |
| Section 450.2055 | Penalty for transacting business without certificate of authority. |
| Section 450.2056 | Registration of corporate name by foreign corporation not authorized to transact business in state; filing; duration; notice; renewal. |
| Section 450.2060 | Filing fees. |
| Section 450.2061 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.2062 | Organization and admission fee; initial admission fee of foreign corporation for profit and foreign regulated investment company; fees for increase in authorized shares; additional admission fee; determining amount of authorized shares attributable to this state; information relating to determination of fees; "corporation" defined; determination of fee if capital of corporation not divided into shares; domestic corporation resulting from merger or consolidation; admission fees. |
| Section 450.2063 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Section 450.2064 | “Regulated investment company” defined. |
| Section 450.2098 | Repeals. |
| Section 450.2099 | Repealed. 1989, Act 121, Eff. Oct. 1, 1989. |
| Act 162 of 1982 | NONPROFIT CORPORATION ACT (450.2101 - 450.3192) |
| 162-1982-1 | CHAPTER 1 (450.2101...450.2151) |
| Section 450.2101 | Short title. |
| Section 450.2103 | Construction and application of act. |
| Section 450.2104 | Definitions generally. |
| Section 450.2105 | Definitions; A, B. |
| Section 450.2106 | Definitions; C to E. |
| Section 450.2107 | Definitions; F. |
| Section 450.2108 | Definitions; M to P. |
| Section 450.2109 | Definitions; S. |
| Section 450.2110 | Definitions; V. |
| Section 450.2121 | Corporations to which act applicable; corporation formed under predecessor act. |
| Section 450.2122 | Statutory reference to repealed act as reference to this act; statutes inapplicable to domestic corporation; uniform voidable transactions act inapplicable to distributions. |
| Section 450.2123 | Applicability to corporation formed under other act not repealed by this act; organizations to which act inapplicable. |
| Section 450.2124 | Requirements of other acts not modified; compliance; inconsistency between acts. |
| Section 450.2125 | Applicability to commerce with foreign nations and among several states, and to corporations formed by act of congress. |
| Section 450.2127 | Effect of act on existing corporation, cause of action, liability, penalty, action, or special proceeding. |
| Section 450.2129 | Supplementation, alteration, amendment, or repeal of act by legislature. |
| 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. |
| Section 450.2132 | English language; signatures; contents of documents. |
| Section 450.2133 | Correction of document; certificate; effective date of corrected document. |
| Section 450.2141 | Taking action without notice and without lapse of prescribed period of time; waiver. |
| Section 450.2142 | Dispensing with notice or communication to person with whom communication unlawful; affidavit, certificate, or other instrument. |
| 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. |
| 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 affairs in state; judicial review. |
| 162-1982-2 | CHAPTER 2 (450.2201...450.2275) |
| Section 450.2201 | Incorporators; signing and filing articles of incorporation. |
| Section 450.2202 | Articles of incorporation; contents. |
| Section 450.2204 | Articles of incorporation; provision pertaining to proposed compromise or arrangement or reorganization between corporation and creditors or shareholders. |
| 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 corporation; appointment and powers of temporary receiver. |
| Section 450.2209 | Articles of incorporation; additional provisions; liability of director or volunteer officer. |
| Section 450.2212 | Corporate name. |
| Section 450.2213 | Assuming name that implies corporation is banking corporation, insurance or surety company, or trust company prohibited. |
| Section 450.2215 | Reservation of right to use corporate name; application; duration; expiration; transfer of right to exclusive use of reserved corporate name. |
| 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; transfer or use of assumed name in merger or conversion. |
| 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. |
| Section 450.2223 | Selection of board and adoption of bylaws; first meeting; notice; quorum; transaction of business. |
| Section 450.2231 | Bylaws; adoption; amendment or repeal; contents. |
| Section 450.2241 | Registered office; resident agent. |
| Section 450.2242 | Change of registered office or resident agent; statement. |
| Section 450.2243 | Resident agent; resignation; notice; appointment of successor; termination of appointment of resigning resident agent; registered office of corporation. |
| 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. |
| Section 450.2251 | Corporate purposes; conduct of lawful activities during war or national emergency. |
| 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 learned profession; personal liability and accountability for negligent or wrongful acts or misconduct; indemnification. |
| 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 death and sick benefits. |
| 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. |
| Section 450.2275 | Agreement to pay rate of interest in excess of legal rate; defense of usury prohibited. |
| 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; corporation charging fees or prices for services or products; use, conveyance, or distribution of assets held by corporation for noncharitable purposes; prohibition. |
| Section 450.2302 | Corporation organized upon nonstock basis. |
| Section 450.2303 | Corporation organized on stock basis; issuance of shares authorized in articles of incorporation; rules of qualification and government of shareholders. |
| Section 450.2303a | Corporation board organized on stock basis; amendment of articles of incorporation deleting reference to par value. |
| 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. |
| 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. |
| Section 450.2303d | Shares redeemable in cash, bonds, securities, or other property; prices and conditions. |
| 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 association; transferability and termination of membership; rules of qualification and government; limitations on membership. |
| Section 450.2305 | Corporation organized on directorship basis; members; voting; matters subject to action by board of directors. |
| Section 450.2307 | Subscription for shares or membership; enforceability; irrevocability; acceptance; consent to revocation; subscription agreement. |
| Section 450.2308 | Subscription for shares or membership; payment; installments; call for payment ratable; retention of security interest as security for performance by subscriber. |
| 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. |
| Section 450.2310 | Rescission of subscription under which part of shares issued and in which security interest retained as cancellation of shares. |
| Section 450.2311 | Fees or dues required as condition of shareholding or membership; fixing; enforcement. |
| Section 450.2312 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| 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 of corporation; rights, powers, privileges, and liabilities of shareholders or members. |
| Section 450.2314 | Corporation organized on stock basis; issuance of shares; powers. |
| Section 450.2315 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| 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. |
| Section 450.2327 | Charges and expenses of organization or reorganization; sale or underwriting expenses and compensation; payment or allowance. |
| Section 450.2331 | Representation of shares by certificates; signatures of officers; seal; facsimiles. |
| Section 450.2332 | Certificate representing shares; required statements. |
| Section 450.2334 | Lost or destroyed certificate; issuance of new certificate; bond. |
| Section 450.2336 | Authorization of shares without certificates. |
| Section 450.2338 | Issuing fractions of shares; powers of corporation; providing opportunity to purchase additional fractions of share or scrip. |
| Section 450.2341a | Issuance of shares pro rata and without consideration; issuance of shares as share dividend; "share dividend" defined. |
| Section 450.2343 | Preemptive right of shareholder of corporation organized on stock basis to acquire unissued shares; extent; statement; principles; "shares" defined. |
| Section 450.2344 | Acquisition of own shares or memberships; amendment of articles of incorporation. |
| Section 450.2345 | Distributions to shareholders or members. |
| Section 450.2361 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2363 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2365 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2371 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2391 | Conferring voting and inspection rights upon bond holders; signatures of officers. |
| Section 450.2392 | Applicability of chapter to distributions made in dissolution under chapter 8. |
| 162-1982-4 | CHAPTER 4 (450.2401...450.2497) |
| Section 450.2401 | Meetings of shareholders or members; location. |
| 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 or election; quorum. |
| Section 450.2403 | Special meeting of shareholders or members; court order; quorum. |
| 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 notice. |
| 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 communication. |
| Section 450.2406 | Chairperson presiding at meeting of shareholders or members; powers, duties, and authority. |
| Section 450.2406a | Notice by electronic transmission. |
| Section 450.2407 | Taking corporate action without meeting; consent; notice; statement on filed certificate; consent by electronic transmission; delivery. |
| 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. |
| 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. |
| Section 450.2411 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2412 | Record date. |
| 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. |
| Section 450.2415 | Quorum; continuing conduct of business if less than quorum; adjournment of meeting; shareholders entitled to vote separately. |
| 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. |
| Section 450.2422 | Irrevocable proxy. |
| Section 450.2423 | Revocability of proxy. |
| Section 450.2431 | Inspectors at shareholders' or members' meeting; waiver; appointment and duties; failure to appoint; vacancy; report; evidence. |
| Section 450.2432 | Beneficial owner of shares or memberships registered in name of nominee; recognition by corporation as shareholder or member; procedure. |
| Section 450.2441 | Voting generally. |
| Section 450.2442 | Voting as class. |
| 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. |
| Section 450.2444 | Voting by corporation or business corporation; voting of pledged shares. |
| Section 450.2445 | Voting of shares or membership held by person in representative or fiduciary capacity or held jointly by fiduciaries. |
| Section 450.2446 | Voting of shares or membership held by joint tenants or tenants in common. |
| Section 450.2447 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2447a | Voting of shares or memberships if owned by another corporation or business corporation. |
| Section 450.2448 | Redemption of shares; voting. |
| Section 450.2451 | Voting for directors. |
| 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. |
| Section 450.2461 | Agreement as to voting rights. |
| 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. |
| Section 450.2467 | Shares or memberships subject to voting trust; liability of trustee; designation of 2 or more persons as voting trustees. |
| Section 450.2468 | Extension of voting trust agreement. |
| Section 450.2471 | Shares as personal property; transfer; applicability of MCL 440.8101 to 440.8601. |
| Section 450.2472 | Transfer or registration of bond, share, or membership; written restriction. |
| Section 450.2473 | Transfer or registration of bond, share, or membership; imposition of restrictions; conditions. |
| Section 450.2481 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2485 | Books, records, and minutes. |
| 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; inspection by director; costs; holder of voting trust certificate as shareholder or member; right to inspect prohibited or limited; definitions. |
| Section 450.2488 | Agreement among members of corporation. |
| Section 450.2489 | Court action that certain acts illegal, fraudulent, or willfully unfair and oppressive; order or relief; "willfully unfair and oppressive conduct" defined. |
| Section 450.2491 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2491a | Definitions. |
| Section 450.2492 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2492a | Derivate proceeding; criteria to be met by shareholder or member. |
| Section 450.2493 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2493a | Derivative proceeding; commencement. |
| Section 450.2494 | Derivative proceeding; investigation; issuance of stay. |
| Section 450.2495 | Derivative proceeding; dismissal. |
| Section 450.2496 | Derivative proceeding; discontinuance or settlement; court approval required. |
| Section 450.2497 | Derivative proceeding; termination. |
| 162-1982-5 | CHAPTER 5 (450.2501...450.2571) |
| Section 450.2501 | Board of directors; management of business and affairs of corporation; qualifications; powers. |
| Section 450.2501a | Board of directors; minimum age; requirements. |
| Section 450.2505 | Board; number, term, election or appointment, and resignation of directors. |
| Section 450.2506 | Dividing directors up to 5 classes; election or appointment; term; expiration. |
| Section 450.2511 | Removal of director; vote. |
| Section 450.2514 | Removal of director by circuit court. |
| Section 450.2515 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2515a | Vacancy. |
| 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. |
| Section 450.2523 | Quorum; vote constituting action of board or committee; amendment of bylaws. |
| Section 450.2525 | Taking action without meeting; consent. |
| Section 450.2527 | Designation of committees; membership; alternates; absent or disqualified member; providing for election or appointment of committees in articles or bylaws. |
| Section 450.2528 | Executive committee designated under MCL 450.2527(1) or (3); powers and authority; subcommittees. |
| Section 450.2529 | Submitting matter to vote. |
| Section 450.2531 | Officers of corporation; membership; election or appointment; individual holding 2 or more offices; term of office; authority and duties. |
| Section 450.2535 | Removal of officer; suspension of authority to act; contract rights; resignation of officer; notice. |
| 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. |
| Section 450.2545 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2545a | Transaction in which director or officer has interest. |
| Section 450.2546 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2548 | Loan, guaranty, or assistance by corporation for officer or employee. |
| Section 450.2551 | Liability of directors for certain corporate actions; liability of shareholder or member accepting or receiving distribution contrary to act. |
| Section 450.2552 | Rights of director against whom claim successfully asserted under MCL 450.2551. |
| Section 450.2553 | Presence or absence of director at meeting at which action under MCL 450.2551 taken; presumption; dissent. |
| Section 450.2554 | Commencement of action under MCL 450.2551 or 450.2552. |
| Section 450.2556 | Volunteer's acts or omissions; claim for monetary damages. |
| Section 450.2561 | Indemnification of director, officer, partner, trustee, employee, nondirector volunteer, or agent in connection with action, suit, or proceeding; conditions; presumption. |
| 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. |
| 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. |
| Section 450.2564 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| 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; indemnification for portion of expenses; payment; indemnification of director for expenses and liabilities. |
| Section 450.2564b | Expenses incurred by director, officer, employee, nondirector volunteer, or agent; reimbursement; agreement; advances. |
| Section 450.2564c | Indemnification of director, officer, employee, nondirector volunteer, or agent; application to court; determination. |
| Section 450.2565 | Indemnification or advance of expenses not exclusive of other rights; limitation; continuation; amended provision. |
| Section 450.2567 | Purchase and maintenance of insurance on behalf of director, officer, employee, nondirector volunteer, or agent. |
| Section 450.2569 | Scope of "corporation" for purposes of MCL 450.2561 to 450.2567. |
| Section 450.2571 | Definitions. |
| 162-1982-6 | CHAPTER 6 (450.2601...450.2651) |
| Section 450.2601 | Amendment of articles of incorporation; contents. |
| Section 450.2602 | Amendment of articles of incorporation; purposes. |
| 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; certificate of amendment. |
| Section 450.2615 | Voting as class on proposed amendment. |
| Section 450.2631 | Certificate of amendment; signing and execution; filing; contents. |
| 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. |
| Section 450.2642 | Restated articles of incorporation; heading or introductory paragraph; designation; required statements; omitted provisions. |
| Section 450.2643 | Restated articles of incorporation; signing, filing, and executing; effect. |
| Section 450.2651 | Abandonment of amendment; certificate. |
| 162-1982-7 | CHAPTER 7 (450.2701...450.2754) |
| Section 450.2701 | Merger of domestic corporations; plan; contents; distributions. |
| Section 450.2703 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015 |
| Section 450.2703a | Plan of merger; approval. |
| Section 450.2706 | Merger of domestic corporation with domestic or foreign corporation; conditions; consent; execution of certificate of merger; participation of other corporations. |
| Section 450.2707 | Certificate of merger; signing and filing; contents; determining effectiveness. |
| 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. |
| Section 450.2712 | Certificate of merger; execution and filing of certificate of merger by parent company; determination of effective date. |
| Section 450.2713 | Subsidiary corporation as constituent corporation in merger; approval of shareholders or members. |
| Section 450.2721 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2722 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2723 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2724 | Merger other than under MCL 450.2736a. |
| Section 450.2731 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2732 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| 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 memberships through voluntary exchange; distributions. |
| Section 450.2736 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| 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 entity; liability for enforcement of obligation; distributions; applicability of MCL 450.2735; definitions. |
| Section 450.2737 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| Section 450.2741 | Abandonment of merger; procedure; certificate of abandonment. |
| 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. |
| Section 450.2746 | Conversion of business organization into domestic corporation; requirements; effectiveness of certificate of conversion; surviving domestic corporation. |
| Section 450.2751 | Actions by corporation; terms and conditions; consideration; "consideration" defined. |
| 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 transaction; exceptions; submission to shareholders or members; approval; notice of meeting; statement; authorization; fixing term or condition and consideration; voting; abandonment; distribution. |
| Section 450.2754 | Merger or acquisition under MCL 2703a(2); right of shareholders or members to receive notice and vote. |
| 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. |
| 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. |
| Section 450.2911 | Annual report to administrator; filing; contents. |
| Section 450.2913 | Destruction or disposal of certain records. |
| Section 450.2915 | Repealed. 2003, Act 107, Imd. Eff. July 24, 2003. |
| 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 certificate of good standing; electronic transmission of notification. |
| 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. |
| Section 450.2924 | Annual reports due or deficient prior to date of act; penalties. |
| Section 450.2925 | Renewal of corporate existence or certificate of authority following dissolution or revocation. |
| Section 450.2931 | Wilful false statement in report; additional penalty. |
| Section 450.2932 | Prohibited conduct as misdemeanor; fine. |
| Section 450.2935 | Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. |
| 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. |
| Section 450.3002 | Foreign corporation receiving certificate of authority under act; rights and privileges; duties, restrictions, penalties, and liabilities. |
| Section 450.3003 | Foreign corporation conducting affairs without certificate of authority; duties, restrictions, penalties, and liabilities. |
| Section 450.3011 | Foreign corporation; certificate of authority required; extent of authorization to conduct affairs in state. |
| Section 450.3012 | Foreign corporation not considered to be conducting affairs in state; activities; applicability of section. |
| Section 450.3013 | Acquisition of federally insured or guaranteed loan by foreign corporation. |
| Section 450.3015 | Application of foreign corporation for certificate of authority to conduct affairs in state; contents. |
| Section 450.3016 | Application of foreign corporation to conduct affairs in state; certificate; attachment; fees; issuance of certificate; duration of authority. |
| Section 450.3021 | Foreign corporation authorized to conduct affairs in state; filing with administrator copy of amended application; contents; survivor of merger or conversion. |
| Section 450.3031 | Foreign corporation authorized to conduct affairs in state; withdrawal; certificate; application. |
| Section 450.3032 | Issuance of certificate of withdrawal to foreign corporation; conditions; effect. |
| 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 administrator; payment of fees; certificate of withdrawal. |
| Section 450.3041 | Revocation of certificate of authority of foreign corporation to conduct affairs in state; grounds. |
| 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. |
| 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 proceeding. |
| Section 450.3055 | Foreign corporation conducting affairs in state without certificate of authority; penalty. |
| Section 450.3060 | Fees; payment; certification of file or record; waiver; form of payment. |
| Section 450.3061 | Fee for privilege of exercising franchises in state. |
| Section 450.3098 | Repeal of acts and parts of acts. |
| Section 450.3099 | Effective date of act. |
| 162-1982-11 | CHAPTER 11 (450.3100...450.3192) |
| Section 450.3100 | Short title. |
| Section 450.3101 | Applicability of act and chapter; amendment of articles or bylaws; exemption. |
| Section 450.3102 | Controlling definitions. |
| Section 450.3103 | Definitions; C to F. |
| Section 450.3104 | Definitions; I to U. |
| Section 450.3107 | Inconsistent provisions inapplicable to chapter. |
| Section 450.3109 | Requirements of MCL 460.1 et seq. not modified; effect of economic activity conducted by cooperative. |
| Section 450.3121 | Articles of incorporation; requirement. |
| Section 450.3123 | Use of term “cooperative,”“co-op,”“consumer cooperative,” or any variation thereof. |
| Section 450.3125 | Adoption of initial bylaws; ratification or amendment; contents of bylaws. |
| Section 450.3131 | Organization on nonstock membership basis. |
| Section 450.3132 | Membership; notice of qualifications. |
| Section 450.3133 | Classification. |
| Section 450.3134 | Cooperative organized on member capital basis, member fee basis, or basis combining member capital and membership fee; powers. |
| Section 450.3135 | Net savings; determination, allocation, distribution, and use; apportionment of losses. |
| Section 450.3136 | Certificate; issuance; contents; restrictions on dividends. |
| Section 450.3137 | Nonvoting investment certificate or bond. |
| Section 450.3138 | Advising persons in writing; statement on membership certificate. |
| 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 accumulate full member capital or comply with bylaws. |
| Section 450.3141 | Meetings; petitions; signatures; quorum. |
| Section 450.3143 | Alternative notice of regular meeting. |
| Section 450.3144 | Proxies; voting by mail ballot, referendum, or electronic transmission. |
| Section 450.3145 | Amendments; affirmative vote of majority. |
| Section 450.3146 | Effective date of adopted action; confirmation vote; filing with administrator. |
| Section 450.3147 | Dispute resolution body. |
| 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. |
| 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 members regarding proposal. |
| Section 450.3151 | Initial board of directors; membership; term. |
| Section 450.3152 | Board of directors; election or appointment other than by vote of membership. |
| Section 450.3153 | Affiliation with another organization; section inapplicable to allocations of net savings. |
| Section 450.3161 | Amendment to articles of incorporation; calling special meeting; consideration of proposed amendment. |
| Section 450.3162 | Distribution of assets generally. |
| Section 450.3183 | Distribution of assets upon dissolution; distribution of assets held for charitable or similar purpose; redemption of investment certificates. |
| Section 450.3191 | Foreign cooperative. |
| Section 450.3192 | Election by corporation to accept act and chapter; procedure; effect of filing certificate of election. |
| 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. |