SB-1445, As Passed Senate, November 6, 2008
July 24, 2008, Introduced by Senators ALLEN and BARCIA and referred to the Committee on Commerce and Tourism.
A bill to amend 1993 PA 23, entitled
"Michigan limited liability company act,"
by amending section 102 (MCL 450.4102), as amended by 2002 PA 686.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 102. (1) Unless the context requires otherwise, the
definitions in this section control the interpretation of this act.
(2) As used in this act:
(a) "Administrator" means the director of the department or
his or her designated representative.
(b) "Articles of organization" means the original documents
filed to organize a limited liability company, as amended or
restated by certificates of correction, amendment, or merger, by
restated articles, or by other instruments filed or issued under
any statute.
(c) "Constituent" means a party to a plan of merger, including
the survivor.
(d) "Contribution" means anything of value that a person
contributes to the limited liability company as a prerequisite for,
or in connection with, membership, including cash, property,
services performed, or a promissory note or other binding
obligation to contribute cash or property, or to perform services.
(e) "Corporation" or "domestic corporation" means any of the
following:
(i) A corporation formed under the business corporation act,
1972 PA 284, MCL 450.1101 to 450.2098.
(ii) A corporation existing on January 1, 1973 and formed under
another statute of this state for a purpose for which a corporation
may be formed under the business corporation act, 1972 PA 284, MCL
450.1101 to 450.2098.
(iii) A corporation formed under the professional service
corporation act, 1962 PA 192, MCL 450.221 to 450.235.
(f)
"Department" means the department of consumer and industry
services
labor and economic growth.
(g) "Distribution" means a direct or indirect transfer of
money or other property or the incurrence of indebtedness by a
limited liability company to or for the benefit of its members or
assignees of its members in respect of the members' membership
interests.
(h) "Electronic transmission" or "electronically transmitted"
means any form of communication that meets all of the following:
(i) It does not directly involve the physical transmission of
paper.
(ii) It creates a record that may be retained and retrieved by
the recipient.
(iii) It may be directly reproduced in paper form by the
recipient through an automated process.
(i) "Foreign limited liability company" means a limited
liability company formed under laws other than the laws of this
state.
(j) "Foreign limited partnership" means a limited partnership
formed under laws other than the laws of this state.
(k) "Limited liability company" or "domestic limited liability
company" means an entity that is an unincorporated membership
organization formed under this act.
(l) "Limited partnership" or "domestic limited partnership"
means a limited partnership formed under the Michigan revised
uniform limited partnership act, 1982 PA 213, MCL 449.1101 to
449.2108.
(m) "Low-profit limited liability company" means a limited
liability company that has included in its articles of organization
a purpose that meets, and that at all times conducts its activities
to meet, all of the following requirements:
(i) The limited liability company significantly furthers the
accomplishment of 1 or more charitable or educational purposes
described in section 170(c)(2)(B) of the internal revenue code, 26
USC 170, and would not have been formed except to accomplish those
charitable or educational purposes.
(ii) The production of income or appreciation of property is
not a significant purpose of the limited liability company.
However, in the absence of other factors, the fact that a limited
liability company produces significant income or capital
appreciation is not conclusive evidence of a significant purpose
involving the production of income or the appreciation of property.
(iii) The purposes of the limited liability company do not
include accomplishing 1 or more political or legislative purposes
described in section 170(c)(2)(D) of the internal revenue code, 26
USC 170.
(n) (m)
"Majority in interest"
means a majority of votes as
allocated by an operating agreement, or by the statute in the
absence of an allocation by operating agreement, and held by
members entitled to vote on a matter submitted for a vote by
members.
(o) (n)
"Manager" or
"managers" means a person or persons
designated to manage the limited liability company pursuant to a
provision in the articles of organization stating that the business
is to be managed by or under the authority of managers.
(p) (o)
"Member" means a person
who has been admitted to a
limited liability company as provided in section 501, or, in the
case
of a foreign limited liability company, a person who that is
a
member of the foreign limited liability company in accordance with
the laws under which the foreign limited liability company is
organized.
(q) (p)
"Membership interest" or
"interest" means a member's
rights in the limited liability company, including, but not limited
to, any right to receive distributions of the limited liability
company's assets and any right to vote or participate in
management.
(r) (q)
"Operating agreement"
means a written agreement by the
member of a limited liability company that has 1 member, or between
all
of the members of a limited liability company having that has
more than 1 member, pertaining to the affairs of the limited
liability company and the conduct of its business. The term
includes any provision in the articles of organization pertaining
to the affairs of the limited liability company and the conduct of
its business.
(s) (r)
"Person" means an
individual, partnership, limited
liability company, trust, custodian, estate, association,
corporation, governmental entity, or any other legal entity.
(t) (s)
"Services in a learned
profession" means services
rendered by a dentist, an osteopathic physician, a physician, a
surgeon, a doctor of divinity or other clergy, or an attorney-at-
law.
(u) (t)
"Surviving company",
"surviving entity", or "survivor"
means the constituent that survives a merger, as identified in the
certificate of merger.
(v) (u)
"Vote" means an
affirmative vote, approval, or
consent.