SB-0624, As Passed Senate, May 27, 2014

SUBSTITUTE FOR

SENATE BILL NO. 624

A bill to amend 1965 PA 169, entitled

"An act to require court proceedings for dissolution of domestic

charitable purpose corporations; and to require the filing of

notice of intention to withdraw with the attorney general by

foreign charitable purpose corporations attempting to withdraw from

this state,"

by amending the title and sections 1 and 2 (MCL 450.251 and

450.252) and by adding sections 1a and 2a.

THE PEOPLE OF THE STATE OF MICHIGAN ENACT:

TITLE

An act to require notice and accounting to the attorney

general of the dissolution, merger, or conversion of, and certain

amendments to or restatements of the articles of incorporation of,

certain domestic charitable purpose corporations or other entities;

to require court proceedings for dissolution of those domestic

charitable purpose corporations or entities; and to require the

filing of a notice of intention to withdraw with the attorney

general by a foreign charitable purpose ~~corporations attempting to~~

~~withdraw~~ corporation that withdraws from this state.

Sec. 1. (1) No A nonprofit corporation, foundation, trustee

corporation, or other corporation, or entity organized under the

laws of this state whose ~~corporate purposes are to hold~~ purposes

include operating or holding property for any charitable purpose,

~~except when they are~~ unless it is organized for religious purposes,

shall ~~be dissolved except by giving~~ not do any of the following

unless it complies with subsection (2):

(a) Enter into a merger with another domestic or foreign

nonprofit corporation, domestic or foreign business corporation, or

other domestic or foreign business entity.

(b) Amend or restate its articles of incorporation to become a

corporation governed by the business corporation act, 1972 PA 284,

MCL 450.1101 to 450.2098.

another form of domestic or foreign business organization.

(d) Dissolve.

(2) A corporation or entity described in subsection (1) must

give written notice to the attorney general ~~by registered mail at~~

~~least 45 days prior to the filing of any paper or document in~~

~~respect to such~~ before filing an amendment to or restatement of its

articles of incorporation, a certificate of conversion, or any

other paper or document concerning a merger, conversion, or

dissolution described in subsection (1) with any other state agency

or court.

(3) A corporation that is subject to this act and that is

automatically dissolved under section 801(1)(a) or section 922 of

the nonprofit corporation act, 1982 PA 166, MCL 450.2801 and

450.2922, shall give notice of the dissolution to the attorney

general within 60 days after the automatic dissolution of the

corporation.

(4) The attorney general may require that a corporation or

entity described in subsection (1) that is involved in a merger,

conversion, or dissolution described in that subsection submit to

the attorney general an accounting of the assets of the corporation

and of their administration and disposition.

(5) The attorney general may require ~~the dissolution to~~ that

the dissolution of a corporation or entity described in subsection

(1) be accomplished by proceedings in the circuit court for Ingham

county or for the county in which the registered office or

principal place of business of the corporation or entity is

located. ~~, and the making of an accounting of its assets,~~

~~administration and disposition of its assets.~~ The attorney general

is a necessary party to ~~such~~ the dissolution proceedings and shall

be given due notice ~~thereof.~~of those proceedings.

(6) The attorney general may consent to the dissolution of a

corporation or other entity described in subsection (1) without

court proceedings. ~~, provided however, that~~ However, the consent to

a dissolution by the attorney general under this subsection does

not affect or limit the application of any other statutory

provisions ~~requiring~~ that require court proceedings ~~shall not be~~

~~affected nor eliminated by such consent. The corporation and~~

~~securities commission shall not accept for filing any notice of~~

~~dissolution unless it is accompanied by a copy of the order of the~~

~~circuit court dissolving the corporation or a certified copy of the~~

~~written consent of the attorney general to such dissolution.~~in

connection with the dissolution of a corporation or other entity

described in subsection (1).

Sec. 1a. This act shall be known and may be cited as the

"dissolution of charitable purpose corporations act".

Sec. 2. (1) The department of licensing and regulatory affairs

shall not accept any of the following for filing unless it is

accompanied by an order of a circuit court dissolving the

corporation or entity, the written consent of the attorney general

under section 2a to the dissolution of the corporation or entity,

or an affidavit described in section 2a:

(a) A certificate of dissolution of a corporation or other

entity described in section 1(1).

(b) A certificate of merger of a corporation or other entity

described in section 1(1).

articles of incorporation, or a certificate of conversion to become

or that converts a corporation or other entity described in section

1(1) to a corporation governed by the business corporation act,

1972 PA 284, MCL 450.1101 to 450.2098, or another domestic or

foreign business entity.

(d) Any amendment to the articles of incorporation of a

corporation described in section 1(1) that changes its term of

existence to a specific date.

(2) The ~~corporation and securities commission~~ department of

licensing and regulatory affairs shall not ~~accept for filing a~~

~~notice~~ issue a certificate of withdrawal from this state of a

foreign corporation or entity whose nature and purposes are similar

to those domestic corporations or entities described in section 1,

1(1), unless the ~~notice~~ request for a certificate of withdrawal is

accompanied by ~~a true copy and proof of service by registered mail,~~

~~of a notice of intention to withdraw from the state served upon the~~

~~attorney general at least 45 days prior to the receipt by the~~

~~commission of the notice of withdrawal.~~the written consent of the

attorney general under section 2a or an affidavit described in

section 2a.

Sec. 2a. (1) If a charitable corporation or other entity

described in section 1(1) submits a written request to the attorney

general for consent to the filing of a certificate of dissolution,

merger, or conversion, an amendment to or restatement of its

articles of incorporation, or to a dissolution or if a foreign

corporation submits a written request for consent to filing a

certificate of withdrawal under this act, the attorney general

shall, within 120 days after the attorney general receives the

request, either provide written consent to the filing or

dissolution or give written notice to the person that submitted the

request, specifying the reasons for the refusal to consent or

requesting that the person provide additional information.

(2) If the attorney general fails to provide the written

notice required under subsection (1) within the 120-day period

described in that subsection, the person that submitted the request

may prepare an affidavit attesting to the submission of that

request and the failure of the attorney general to respond and may

submit the affidavit to the department of licensing and regulatory

affairs under section 2.

(3) A domestic or foreign charitable corporation or other

entity that is subject to this act may seek judicial review of the

refusal of the attorney general to consent to a transaction

described in subsection (1) under sections 103, 104, and 106 of the

administrative procedures act of 1969, 1969 PA 306, MCL 24.303,

24.304, and 24.306.

Enacting section 1. This amendatory act does not take effect

unless all of the following bills of the 97th Legislature are

enacted into law:

(a) Senate Bill No. 623.

(b) Senate Bill No. 929.