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Michigan Statutes, Title 450

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Michigan/Statutes

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Title 450, CORPORATIONS

32 chapters · 761 sections in this title.

All chapters in Title 450761 Ch 162-of-1982, NONPROFIT CORPORATION ACT261 Ch 284-of-1972, BUSINESS CORPORATION ACT255 Ch 23-of-1993, MICHIGAN LIMITED LIABILITY COMPANY ACT101 Ch 327-of-1931, MICHIGAN GENERAL CORPORATION STATUTE71 Ch 305-of-2000, UNIFORM ELECTRONIC TRANSACTIONS ACT20 Ch R.S.-of-1846, Revised Statutes of 184615 Ch 152-of-1985, THE EMPLOYEE-OWNED CORPORATION ACT8 Ch 428-of-1980, STATE PROCUREMENTS FOR MINORITY OWNE…6 Ch 112-of-1988, THE BUSINESS OPPORTUNITY ACT FOR PER…5 Ch 169-of-1965, DISSOLUTION OF CHARITABLE PURPOSE CO…5 Ch 156-of-1955, ATTORNEY IN FACT FOR SERVICE OF PROCESS4 Ch 138-of-1941, REINSTATEMENT OF CEMETERY ASSOCIATIONS3 Ch 2-of-1945, REVIVAL OF NONPROFIT CORPORATIONS2 Ch 26-of-1963 (2nd Ex. Sess.), TERM OF EXISTENCE OF DOMESTIC CORPOR…2

261 sections·Filtered byTitle 450✕Ch 162-of-1982✕

Mich. Comp. Laws § 450.2101 Short title.
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Sec. 101. This act shall be known and may be cited as the "nonprofit corporation act".
Mich. Comp. Laws § 450.2103 Construction and application of act.
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Sec. 103. This act shall be liberally construed and applied to promote its underlying purposes and policies which include all of the following: (a) To simplify, clarify, and modernize the law governing nonprofit corporations. (b) To provide a general corporate form for the conduc…
Mich. Comp. Laws § 450.2104 Definitions generally.
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Sec. 104. The definitions contained in sections 105 to 110 shall control the interpretation of this act, unless the context otherwise requires.
Mich. Comp. Laws § 450.2105 Definitions; A, B.
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Sec. 105. (1) "Administrator" means the director of the department or his or her designated representative. (2) "Articles of incorporation" includes any of the following: (a) The original articles of incorporation or any other instrument filed or issued under any statute to organ…

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Mich. Comp. Laws § 450.2106 Definitions; C to E.

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Sec. 106. (1) "Charitable purpose corporation" means a domestic corporation that meets any of the following: (a) Is recognized by the United States internal revenue service as exempt or qualifies for exemption under section 501(c)(3) of the internal revenue code of 1986, 26 USC 5…

Mich. Comp. Laws § 450.2107 Definitions; F.

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Sec. 107. (1) "Foreign business corporation" means a corporation for profit that is formed under laws other than the laws of this state, that includes in its purposes a purpose for which a corporation may be formed under the business corporation act. (2) "Foreign corporation" mea…

Mich. Comp. Laws § 450.2108 Definitions; M to P.

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Sec. 108. (1) "Member" means a person that has a membership in a corporation in accordance with the provisions of its articles of incorporation or bylaws. (2) "Nonprofit corporation" means a corporation incorporated to carry out any lawful purpose or purposes that does not involv…

Mich. Comp. Laws § 450.2109 Definitions; S.

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Sec. 109. (1) "Shareholder" means a person that holds shares of a domestic corporation, foreign corporation, domestic business corporation, or foreign business corporation. (2) "Shares" means the units into which interests of shareholders in a domestic corporation, foreign corpor…

Mich. Comp. Laws § 450.2110 Definitions; V.

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Sec. 110. (1) "Volunteer" means an individual who performs services for a corporation, other than services as a volunteer director, who does not receive compensation or any other type of consideration for the services other than reimbursement for expenses actually incurred. (2) "…

Mich. Comp. Laws § 450.2121 Corporations to which act applicable; corporation formed under predecessor act.

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Sec. 121. (1) Except as otherwise provided in this act or by other law, this act applies to all of the following: (a) Every domestic corporation formed under this act or under a predecessor act, for a purpose or purposes for which a corporation might be formed under this act. (b)…

Mich. Comp. Laws § 450.2122 Statutory reference to repealed act as reference to this act; statutes inapplicable to domestic corporation; uniform voidable transactions act inapplicable to distributions.

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Sec. 122. (1) A reference in any statute of this state to parts of any act that are repealed by this act is considered to be a reference to this act, unless the context requires otherwise. (2) The following statutes do not apply to a domestic corporation: (a) 1846 RS 55, MCL 450.…

Mich. Comp. Laws § 450.2123 Applicability to corporation formed under other act not repealed by this act; organizations to which act inapplicable.

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Sec. 123. (1) Subject to subsection (3), unless otherwise provided in, and to the extent not inconsistent with, the act under which a corporation is or has been formed, this act applies to a corporation that is or has been formed under an act other than this act and not repealed …

Mich. Comp. Laws § 450.2124 Requirements of other acts not modified; compliance; inconsistency between acts.

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Sec. 124. (1) This act does not modify the requirements of the following: (a) The supervision of trustees for charitable purposes act, 1961 PA 101, MCL 14.251 to 14.266. (b) 1965 PA 169, MCL 450.251 to 450.253. (c) The charitable organizations and solicitations act, 1975 PA 169, …

Mich. Comp. Laws § 450.2125 Applicability to commerce with foreign nations and among several states, and to corporations formed by act of congress.

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Sec. 125. This act applies to commerce with foreign nations and among the several states and to corporations formed by or under any act of congress, only to the extent permitted under the constitution and laws of the United States.

Mich. Comp. Laws § 450.2127 Effect of act on existing corporation, cause of action, liability, penalty, action, or special proceeding.

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Sec. 127. (1) Except as provided in section 261(3), this act does not affect the duration of a corporation which exists on the effective date of this act. An existing corporation and its shareholders, members, directors, and officers have the same rights and are subject to the sa…

Mich. Comp. Laws § 450.2129 Supplementation, alteration, amendment, or repeal of act by legislature.

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Sec. 129. This act may be supplemented, altered, amended, or repealed by the legislature and every corporation, domestic or foreign, to which this act applies is bound thereby.

Mich. Comp. Laws § 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.

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Sec. 131. (1) A document required or permitted to be filed under this act shall be submitted by delivering the document to the administrator together with the fees and accompanying documents required by law. The administrator may establish a procedure for accepting delivery of a …

Mich. Comp. Laws § 450.2132 English language; signatures; contents of documents.

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Sec. 132. (1) A document filed with the administrator shall be in the English language, except that the corporate name need not be in the English language if written in English letters or Arabic or Roman numerals. (2) A document required or permitted to be filed under this act th…

Mich. Comp. Laws § 450.2133 Correction of document; certificate; effective date of corrected document.

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Sec. 133. If a document relating to a domestic or foreign corporation that is filed with the administrator under this act was at the time of filing an inaccurate record of the corporation action referred to in the document or was defectively or erroneously executed, or the docume…

Mich. Comp. Laws § 450.2141 Taking action without notice and without lapse of prescribed period of time; waiver.

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Sec. 141. If, under this act or the articles of incorporation or bylaws of a corporation or by the terms of an agreement or instrument, a corporation or the board or any committee of the board may take action after notice to any person or after lapse of a prescribed period of tim…

Mich. Comp. Laws § 450.2142 Dispensing with notice or communication to person with whom communication unlawful; affidavit, certificate, or other instrument.

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Sec. 142. When a notice or communication is required to be given to a person by this act, by the articles of incorporation or bylaws, or by the terms of an agreement or instrument relating to the internal affairs of the corporation, or as a condition precedent to taking corporate…

Mich. Comp. Laws § 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.

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Sec. 143. (1) If a notice or communication is required or permitted by this act to be given by mail, it shall be mailed, except as otherwise provided in this act, to the person to which it is directed at the address designated by that person for that purpose or, if none is design…

Mich. Comp. Laws § 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.

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Sec. 151. (1) If the administrator fails to promptly file a document, other than an annual report, submitted for filing under this act, the administrator shall within 10 days after receiving a written request to file the document from the person that submitted the document for fi…

Mich. Comp. Laws § 450.2201 Incorporators; signing and filing articles of incorporation.

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Sec. 201. (1) One or more persons may be the incorporators of a corporation by signing in ink and filing articles of incorporation for the corporation. (2) If there are 3 or more incorporators of a corporation, the incorporators may, by suitable resolution adopted by the incorpor…

Mich. Comp. Laws § 450.2202 Articles of incorporation; contents.

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Sec. 202. The articles of incorporation shall contain all of the following: (a) The name of the corporation. (b) The purposes for which the corporation is formed. It is not sufficient to state substantially that the corporation may engage in any activity within the purposes for w…

Mich. Comp. Laws § 450.2204 Articles of incorporation; provision pertaining to proposed compromise or arrangement or reorganization between corporation and creditors or shareholders.

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Sec. 204. The articles of incorporation may contain the following provision or the substance thereof: When a compromise or arrangement or a plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them or between this corpo…

Mich. Comp. Laws § 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.

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Sec. 205. (1) When the provision of section 204 is included in the original articles of incorporation of a corporation, all persons who become creditors, shareholders, or members of the corporation are deemed to have become creditors, shareholders, or members subject in all respe…

Mich. Comp. Laws § 450.2209 Articles of incorporation; additional provisions; liability of director or volunteer officer.

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Sec. 209. (1) The articles of incorporation may contain any provision that is not inconsistent with this act and not expressly prohibited by any other statute of this state, including, but not limited to, any of the following: (a) A provision for management of the business and co…

Mich. Comp. Laws § 450.2212 Corporate name.

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Sec. 212. (1) The corporate name of a domestic or foreign corporation formed or existing under or subject to this act shall conform to all of the following: (a) Shall not contain a word or phrase, or abbreviation or derivative of a word or phrase, that indicates or implies that t…

Mich. Comp. Laws § 450.2213 Assuming name that implies corporation is banking corporation, insurance or surety company, or trust company prohibited.

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Sec. 213. A corporation formed or existing under or subject to this act shall not assume a name which implies that it is a banking corporation, an insurance or surety company, or a trust company.

Mich. Comp. Laws § 450.2215 Reservation of right to use corporate name; application; duration; expiration; transfer of right to exclusive use of reserved corporate name.

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Sec. 215. (1) A person may reserve the right to use a corporate name by executing and filing an application to reserve the name. If the administrator finds that the name is available for corporate use, he or she shall reserve it for exclusive use of the applicant for a period tha…

Mich. Comp. Laws § 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.

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Sec. 217. (1) Except as provided in section 212 or otherwise prohibited by law, a domestic or foreign corporation may conduct its affairs under any assumed name or names other than its corporate name, by filing a certificate stating the true name of the corporation and the assume…

Mich. Comp. Laws § 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.

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Sec. 221. The corporate existence of a corporation begins on the effective date of the articles of incorporation as provided in section 131. Filing of the articles of incorporation is conclusive evidence that all conditions precedent required to be performed under this act have b…

Mich. Comp. Laws § 450.2223 Selection of board and adoption of bylaws; first meeting; notice; quorum; transaction of business.

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Sec. 223. Before or after filing of the articles of incorporation a majority of the incorporators at a meeting or by written instrument, shall select a board and may adopt bylaws. On or after the filing date of the articles, any member of the board may call the first meeting of t…

Mich. Comp. Laws § 450.2231 Bylaws; adoption; amendment or repeal; contents.

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Sec. 231. (1) Except if the power to adopt, amend, or repeal the bylaws is reserved exclusively to the corporation's shareholders, its members, or its board in the articles of incorporation: (a) The initial bylaws of a corporation shall be adopted by its incorporators, its shareh…

Mich. Comp. Laws § 450.2241 Registered office; resident agent.

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Sec. 241. Each domestic corporation and each foreign corporation authorized to conduct affairs in this state shall have and continuously maintain in this state both of the following: (a) A registered office that may be the same as its place of business. (b) A resident agent. Any …

Mich. Comp. Laws § 450.2242 Change of registered office or resident agent; statement.

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Sec. 242. (1) A domestic corporation or a foreign corporation authorized to conduct affairs in this state may change its registered office or change its resident agent, or both, by filing a statement with the department. The statement may be executed by any of the individuals des…

Mich. Comp. Laws § 450.2243 Resident agent; resignation; notice; appointment of successor; termination of appointment of resigning resident agent; registered office of corporation.

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Sec. 243. A resident agent of a domestic or foreign corporation may resign by filing a written notice of resignation with the president or a vice president of the corporation and with the administrator. A corporation shall promptly appoint a successor resident agent after its res…

Mich. Comp. Laws § 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.

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Sec. 246. (1) The resident agent appointed by a corporation is an agent of the corporation on which any process, notice, or demand required or permitted by law to be served on the corporation may be served. (2) If an individual, whether a resident or nonresident of this state, ac…

Mich. Comp. Laws § 450.2251 Corporate purposes; conduct of lawful activities during war or national emergency.

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Sec. 251. (1) A corporation may be formed under this act for any lawful purposes not involving pecuniary gain or profit for its officers, directors, shareholders, or members, other than a purpose for which a corporation may be formed under any other statute of this state and that…

Mich. Comp. Laws § 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.

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Sec. 261. (1) A corporation, subject to any limitation provided in this act, in any other statute of this state, or in its articles of incorporation, has the power in furtherance of its corporate purposes to do any of the following: (a) Have perpetual duration. (b) Sue and be sue…

Mich. Comp. Laws § 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.

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Sec. 262. (1) An association or society, not otherwise provided for here or by other statute, incorporated before January 1, 1983, and now existing, whose purpose is to provide for the relief of distressed members, visitation of the sick, and the payment of a voluntary sick benef…

Mich. Comp. Laws § 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.

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Sec. 271. An act of a corporation and a transfer of real or personal property to or by a corporation, otherwise lawful, is not invalid because the corporation was without capacity or power to do the act or make or receive the transfer of property. However the lack of capacity or …

Mich. Comp. Laws § 450.2275 Agreement to pay rate of interest in excess of legal rate; defense of usury prohibited.

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Sec. 275. A domestic corporation or foreign corporation, whether or not formed at the request of a lender or in furtherance of a business enterprise, may by agreement in writing, and not otherwise, agree to pay a rate of interest in excess of the legal rate and is prohibited from…

Mich. Comp. Laws § 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.

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Sec. 301. (1) A payment or distribution of any part of the assets, income, or profit of a corporation shall conform to the purposes of the corporation. (2) A corporation may confer benefits on its shareholders or members that conform to the purposes of the corporation. (3) A corp…

Mich. Comp. Laws § 450.2302 Corporation organized upon nonstock basis.

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Sec. 302. A corporation shall be organized upon a stock or nonstock basis. A corporation organized upon a nonstock basis shall be organized upon a membership basis or a directorship basis.

Mich. Comp. Laws § 450.2303 Corporation organized on stock basis; issuance of shares authorized in articles of incorporation; rules of qualification and government of shareholders.

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Sec. 303. (1) A corporation that is organized on a stock basis may issue the number of shares authorized in its articles of incorporation. All of the following apply to shares issued by the corporation: (a) The shares may be all of 1 class or may be divided into 2 or more classes…

Mich. Comp. Laws § 450.2303a Corporation board organized on stock basis; amendment of articles of incorporation deleting reference to par value.

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Sec. 303a. The board of a corporation that is organized on a stock basis by resolution may adopt and file an amendment of the articles of incorporation deleting any reference to par value.

Mich. Comp. Laws § 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.

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Sec. 303b. (1) If provided in the articles of incorporation, and subject to the restrictions in sections 301 and 303c, a corporation may issue shares that are convertible at the option of the holder or the corporation or on the happening of a specified event, into shares of any c…

Mich. Comp. Laws § 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.

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Sec. 303c. (1) A corporation shall not issue bonds that are convertible into shares or shares convertible into other shares of a corporation unless 1 of the following conditions is satisfied: (a) A sufficient number of authorized but unissued shares of the appropriate class are r…