PROFESSIONAL SERVICE CORPORATION - S.B. 216: COMMITTEE SUMMARY
Senate Bill 216 (as introduced 2-14-01)
Sponsor: Senator Bill Bullard, Jr.
Committee: Financial Services
Date Completed: 3-27-01
CONTENT
The bill would amend Section 13 of the Professional Service Corporation Act, which provides that the Business Corporation Act applies to a corporation organized under the Professional Service Corporation Act. In the case of a conflict between the Acts, the Professional Service Corporation Act controls. The bill contains the following statement:
This amendatory act is remedial and curative and intended to eliminate any confusion with respect to the application of the business corporation act...to a corporation formed under the professional service corporation act... as a result of OAG [Opinion of the Attorney General], 1989-1990, No 6592, p 166 (July 10, 1989). As provided in section 8 of 1846 RS 1, MCL 8.8, the legislature declares that the reference to the business corporation act...in section 13 of the professional service corporation act...includes the latest amendments to the business corporation act...
(Under Section 8 of the Revised Statutes of 1846, a reference to "Michigan Compiled Laws" includes all sections of law, as last amended, that are assigned a compilation number by the Legislative Service Bureau and are not subsequently repealed. Unless otherwise specifically provided, a reference to all or part of a statute, regardless of whether the words "as amended" are used in the reference, includes the latest amendments to the statute or part. With respect to a section of the Michigan Compiled Laws that is added to a statute or amended subsequent to the most recent published compilation of the laws of the State in force, as certified by the Legislative Council, a reference within the title or an enacting section of a statute to the law that added or amended the section is not required, but a statute may include within the title and/or enacting section of the statute, a reference to the law that added or most recently amended the section subsequent to the most recent published compilation.)
BACKGROUND
Among the issues addressed by Opinion of the Attorney General, 1989-1990, No. 6592, was whether amendments made to the Business Corporation Act by Public Act 1 of 1987 applied to professional service corporations. (The amendments generally involved limitations on the liability of directors, officers, and employees of business corporations.) The Attorney General stated that the answer to this question depended on "...whether amendments to the Business Corporation Act subsequent to its adoption in § 13 of the Professional Service Corporation Act are incorporated in the latter statute" (emphasis added).
The Attorney General based his opinion on language from 1929 and 1896 decisions of the Michigan Supreme Court, which stated, in part:
The general rule is, that an act, which adopts by reference the whole or a portion of another statute, means the law as existing at the time of the adoption, and does not include subsequent additions or modifications of the statute so adopted, unless it does so by express or strongly implied intent...
According to the Attorney General, "Section 13 of the Professional Service Corporation Act adopted by reference the whole of the Business Corporation Act, except to the extent that there may be conflicts between the two acts, in which case the former is controlling. There is no indication that the Legislature intended that subsequent additions to or modifications of the Business Corporation Act would be included in the Professional Service Corporation Act."
MCL 450.233 - Legislative Analyst: L. Arasim
- S. Lowe
FISCAL IMPACT
The bill would have no fiscal impact on State or local government.
- Fiscal Analyst: M. TyszkiewiczS0102\s216sa
This analysis was prepared by nonpartisan Senate staff for use by the Senate in its deliberations and does not constitute an official statement of legislative intent.