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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

255 sections·Filtered byTitle 450✕Ch 284-of-1972✕

Mich. Comp. Laws § 450.1101 Short title.
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Sec. 101. This act shall be known and may be cited as the "business corporation act".
Mich. Comp. Laws § 450.1103 Liberal construction; purposes and policies 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 business corporations. (b) To provide a general corporate form for the conduct…
Mich. Comp. Laws § 450.1104 Definitions controlling interpretation of act.
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Sec. 104. The definitions contained in sections 105 through 109 shall control the interpretation of this act, unless the context otherwise requires.
Mich. Comp. Laws § 450.1105 Definitions; A, B.
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Sec. 105. (1) "Administrator" means the chief officer of the department or of any other agency or department authorized by law to administer this act, or his or her designated representative. (2) "Articles of incorporation" includes any of the following: (a) The original articles…

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Mich. Comp. Laws § 450.1106 Definitions; C to E.

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Sec. 106. (1) "Corporation" or "domestic corporation" means a corporation formed under this act, or existing on January 1, 1973 and formed under any other statute of this state for a purpose for which a corporation may be formed under this act. (2) "Department" means the departme…

Mich. Comp. Laws § 450.1107 Definitions; F to I.

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

Mich. Comp. Laws § 450.1108 Definitions; N to P.

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Sec. 108. (1) "Nonprofit corporation" or "domestic nonprofit corporation" means a nonprofit, corporation subject to the nonprofit corporation act, 1982 PA 162, MCL 450.2101 to 450.3192. (2) "Person" means an individual, a partnership, a domestic or foreign corporation, a limited …

Mich. Comp. Laws § 450.1109 Definitions; S.

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Sec. 109. (1) "Services in a learned profession" means services provided to the public by a dentist, an osteopathic physician, a physician, a surgeon, a doctor of divinity or other clergy, or an attorney-at-law. The term does not include services provided to residents of a nursin…

Mich. Comp. Laws § 450.1121 Applicability of act to domestic and foreign corporations.

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Sec. 121. This act applies to every domestic corporation and to every foreign corporation which is authorized to or does transact business in this state except as otherwise provided in this act or by other law. This act also applies to any other domestic corporation or foreign co…

Mich. Comp. Laws § 450.1122 References to repealed acts; statutes inapplicable to corporations defined in MCL 450.1106; 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 corporation as defined in section 106: (a) 184…

Mich. Comp. Laws § 450.1123 Applicability of act generally.

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Sec. 123. (1) Unless otherwise provided in, or inconsistent with, the act under which a corporation is or has been formed, this act applies to deposit and security companies, summer resort associations, brine pipeline companies, telegraph companies, telephone companies, safety an…

Mich. Comp. Laws § 450.1125 Applicability to foreign commerce, interstate commerce, and federal corporations.

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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 § 450.1127 Applicability to existing corporations; saving clause.

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Sec. 127. (1) 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, directors and officers have the same rights and are subject to the same limitations, restrictions, liabilities and pe…

Mich. Comp. Laws § 450.1129 Amendment or repeal of act.

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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 § 450.1131 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.

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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 § 450.1132 Filed documents; language, form, execution, and contents.

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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 § 450.1133 Correction of document relating to domestic or foreign corporation; signing and filing of certificate of correction; contents of certificate; effective date of corrected document.

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Sec. 133. If a document relating to a domestic or foreign corporation 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 document was …

Mich. Comp. Laws § 450.1141 Corporate action without notice or lapse of prescribed time period.

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Sec. 141. When, 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 t…

Mich. Comp. Laws § 450.1142 Notice or communication where communication unlawful or where notice or communication not required; statement.

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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 § 450.1143 Mailing notice or communication; delivery; electronic transmission; "address" defined; notice to corporation's resident agent.

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Sec. 143. (1) If a notice or communication is required or permitted under 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 the person for that purpose or, if none is desi…

Mich. Comp. Laws § 450.1151 Failure to file document; notice; refusing or revoking authorization of foreign corporation to transact business; 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 § 450.1201 Incorporators.

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Sec. 201. (1) One or more persons may be the incorporators of a corporation by signing and filing articles of incorporation for the corporation. (2) A corporation incorporated to provide 1 or more services in a learned profession must be incorporated as a professional corporation…

Mich. Comp. Laws § 450.1202 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. All of the following apply for purposes of this subdivision: (i) Except as otherwise provided in subparagraph (ii) or…

Mich. Comp. Laws § 450.1204 Articles of incorporation; provision as to compromise, arrangement, or plan of reorganization.

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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 § 450.1205 Articles of incorporation; effect of provision as to compromise, arrangement, or plan of reorganization.

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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 or shareholders thereof are deemed to have become creditors or shareholders subject in all respects to that provision, and it s…

Mich. Comp. Laws § 450.1209 Articles of incorporation; permissible provisions.

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Sec. 209. (1) The articles of incorporation may contain any provision not inconsistent with this act or another statute of this state, including any of the following: (a) A provision for management of the business and conduct of the affairs of the corporation, or creating, defini…

Mich. Comp. Laws § 450.1211 Corporate name; required words and abbreviations.

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Sec. 211. Except as provided in chapter 2A for a professional corporation, the corporate name of a domestic corporation shall contain the word "corporation", "company", "incorporated", or "limited" or shall contain 1 of the following abbreviations: corp., co., inc., or ltd., with…

Mich. Comp. Laws § 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.

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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, which indicates or implies that …

Mich. Comp. Laws § 450.1213 Assumption of name implying banking, insurance, surety, or trust company; prohibited letters or words; corporation licensed as nursing home; use of terms.

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Sec. 213. (1) A corporation formed or existing under or subject to this act other than a bank holding company registered or to be registered as a bank holding company under the bank holding company act of 1956, chapter 240, 70 Stat. 133, shall not assume a name that implies that …

Mich. Comp. Laws § 450.1215 Corporate name; reservation of right to use; transfer of right.

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Sec. 215. (1) A person may reserve the right to use of 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 …

Mich. Comp. Laws § 450.1217 Transacting business under assumed name; certificate.

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

Mich. Comp. Laws § 450.1221 Beginning of corporate existence; filing of articles as evidence.

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

Mich. Comp. Laws § 450.1223 Selection of board; adoption of bylaws; first meeting; quorum; election of officers; 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 § 450.1231 Adoption, amendment, or repeal of bylaws; contents of bylaws.

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Sec. 231. The initial bylaws of a corporation shall be adopted by its incorporators, its shareholders, or its board. The shareholders or the board may amend or repeal the bylaws or adopt new bylaws unless the articles of incorporation or bylaws provide that the power to adopt new…

Mich. Comp. Laws § 450.1241 Registered office and resident agent required; address.

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Sec. 241. (1) Each domestic corporation and each foreign corporation authorized to transact business in this state shall have and continuously maintain in this state both of the following: (a) A registered office, which may be the same as its place of business. (b) A resident age…

Mich. Comp. Laws § 450.1242 Changing registered office or resident agent; statement; changing address of registered office.

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Sec. 242. (1) A domestic corporation or a foreign corporation authorized to transact business in this state may change its registered office or change its resident agent, or both, upon filing a statement. The statement may be executed by any of the individuals set forth in sectio…

Mich. Comp. Laws § 450.1243 Resignation of resident agent.

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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. The corporation shall promptly appoint a successor resident agent. The appoin…

Mich. Comp. Laws § 450.1246 Service of process.

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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 upon the corporation may be served. (2) If an individual, whether a resident or nonresident of this state, …

Mich. Comp. Laws § 450.1251 Formation of corporation for lawful purpose; exception; aiding national emergency.

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Sec. 251. (1) A corporation may be formed under this act for any lawful purpose, except to engage in a business for which a corporation may be formed under any other statute of this state unless that statute permits formation under this act. (2) In time of war or other national e…

Mich. Comp. Laws § 450.1261 Corporate powers.

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

Mich. Comp. Laws § 450.1271 Asserting lack of corporate 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. However the lack of capacity or power may be…

Mich. Comp. Laws § 450.1275 Agreement to pay interest in excess of legal rate; defense of usury prohibited.

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Sec. 275. A domestic 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 the defense of usury shall be …

Mich. Comp. Laws § 450.1281 Incorporation as professional corporation.

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Sec. 281. (1) A corporation must incorporate as a professional corporation under this chapter if it is incorporated to provide 1 or more services in a learned profession, whether or not it is providing other professional services. A corporation may comply with this chapter and in…

Mich. Comp. Laws § 450.1282 Definitions.

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Sec. 282. As used in this chapter: (a) "Licensed person" means an individual who is licensed or otherwise legally authorized to practice a professional service by a court, department, board, commission, or agency of this state or another jurisdiction. The term includes an entity …

Mich. Comp. Laws § 450.1283 Professional corporation; formation; name.

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Sec. 283. (1) Except as provided in this section, 1 or more licensed persons may form a professional corporation under this chapter. (2) Except as otherwise permitted under section 284(5) or section 288(2), each shareholder of a professional corporation must be 1 of the following…

Mich. Comp. Laws § 450.1284 Professional corporation subject to MCL 333.16101 to 333.18838.

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Sec. 284. (1) Except as otherwise provided in subsection (2) or (3), if a professional corporation provides a professional service that is subject to article 15 of the public health code, 1978 PA 368, MCL 333.16101 to 333.18838, each shareholder of the professional corporation mu…

Mich. Comp. Laws § 450.1285 Professional services; licensure of officers, employee, and agents; other laws; liability.

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Sec. 285. (1) A professional corporation shall not provide professional services in this state except through its officers, employees, and agents who are duly licensed or otherwise legally authorized to provide the professional services in this state. The term "employee" does not…

Mich. Comp. Laws § 450.1286 Persons required to sever employment with and financial interest in professional corporation; exception; failure to comply with section.

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Sec. 286. (1) Subject to subsection (2), a person that is any of the following shall within a reasonable period sever all employment with and all direct and indirect financial interests in a professional corporation: (a) An individual who is an officer, shareholder, agent, or emp…

Mich. Comp. Laws § 450.1287 Professional services; limitation.

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Sec. 287. (1) A professional corporation shall not engage in any business other than providing the professional service or services for which it was specifically incorporated. (2) This chapter does not prohibit a professional corporation from doing any of the following: (a) Inves…

Mich. Comp. Laws § 450.1288 Issuance of capital stock; sale or transfer of shares; voting trust or other agreement; redemption or purchase of shares.

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Sec. 288. (1) A professional corporation shall not issue any of its capital stock to anyone other than a person that is eligible to be a shareholder of the professional corporation under section 283(2). The uniform securities act (2002), 2008 PA 551, MCL 451.2101 to 451.2703, doe…