Title 450, CORPORATIONS

Sec. 910. A professional limited liability company may merge only with other limited liability companies whose members and managers are licensed persons permitted to be members or managers under this article or other entities that are licensed persons or whose shareholders, partn…

Sec. 1001. Subject to the constitution of this state, the laws of the jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs, and a foreign limited liability company shall not be denied a certificate of authori…

Sec. 1002. Before transacting business in this state, a foreign limited liability company shall obtain a certificate of authority from the administrator. To obtain a certificate of authority, a foreign limited liability company shall file with the administrator an application, ex…

Sec. 1003. (1) If the administrator finds that an application for a certificate of authority substantially conforms to the requirements of this act and all requisite fees have been paid, the administrator shall file the application and issue to the foreign limited liability compa…

Sec. 1004. The department shall not issue a certificate of authority to a foreign limited liability company unless the name of the company satisfies the requirements of section 204. If the name of a foreign limited liability company does not satisfy the requirements of section 20…

Sec. 1005. (1) If any statement in the application for certificate of authority of a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited liability co…

Sec. 1006. (1) A foreign limited liability company authorized to transact business in this state may withdraw from this state upon receiving from the administrator a certificate of withdrawal. In order to obtain the certificate, the foreign limited liability company shall file an…

Sec. 1007. (1) A foreign limited liability company transacting business in this state without a certificate of authority shall not maintain an action, suit, or proceeding in a court of this state until it has obtained a certificate of authority. This prohibition applies to both o…

Sec. 1008. (1) Without excluding other activities that may not constitute transacting business in this state, a foreign limited liability company is not considered to be transacting business in this state, for the purposes of this act, because it is carrying on in this state any …

Sec. 1009. (1) A foreign limited liability company may acquire or, through another person entitled to transact business in this state, may make loans, or participations or interests in loans, insured or guaranteed in whole or in part by the federal housing administration or the v…

Sec. 1010. The attorney general may maintain an action to restrain a foreign limited liability company transacting business in this state, with or without a certificate of authority, from any violation of this act.

Sec. 1101. (1) The fees to be paid to the administrator when the documents described in this subsection are delivered to the administrator for filing are as follows: (a) Certificate of correction, $25.00. (b) Articles of organization, $50.00. (c) Amendment to the articles of orga…

Sec. 1102. This act may be supplemented, altered, amended, or repealed by the legislature, and every limited liability company subject to this act is bound by the changes.

Sec. 1103. An interest in a limited liability company to which this act applies is a security to the same extent as an interest in a corporation, partnership, or limited partnership is a security.

Sec. 1200. This act shall take effect June 1, 1993.

Sec. 1. This act shall be known and may be cited as "the business opportunity act for persons with disabilities".

Sec. 2. As used in this act: (a) "Business owned by persons with disabilities" means a business in which all of the following apply: (i) More than 50% of the voting shares or interest in the business is owned, controlled, and operated by 1 or more persons with disabilities. (ii) …

Sec. 3. (1) It shall be the goal of each department to award each year not less than 3% of its total expenditures for construction, goods, and services, less expenditures to sole source vendors, to businesses owned by persons with disabilities. (2) Each year, the department of ma…

Sec. 4. (1) The governor shall designate a department responsible for certifying that a person meets the requirements of this act. (2) Unless subsection (3) applies, in determining whether a person seeking certification is a person with disabilities, the certifying agency may acc…

Sec. 5. (1) A person shall not fraudulently procure or attempt to procure a contract under this act. (2) A person who knowingly violates this act is guilty of a felony, punishable by imprisonment for not more than 2 years, or a fine of not less than $5,000.00, or both. (3) A pers…

Sec. 1. The charter of a nonprofit cemetery association which has become void or shall become void before December 31, 1974, under statutes of this state, requiring the filing of reports or the payment of fees, may be reinstated upon the payment before December 31, 1974, upon the…

Sec. 2. Upon compliance with the provisions of this act, the rights of such association shall be the same as though no forfeiture had been operative, and all contracts entered into and conveyances made by or to such association during such interval shall become valid.

Sec. 3. The clerk of each county of this state shall, within 90 days from the effective date of this act, prepare and forward to the Michigan corporation and securities commission a written list taken from his records containing the names and addresses of all nonprofit cemetery a…

Sec. 1. This act shall be known and may be cited as "the employee-owned corporation act".

Sec. 2. As used in this act: (a) "Closing" means the permanent shutting down of operations at any establishment at which at least 25 persons are employed. (b) "Department" means the department of labor. (c) "Employee-owned corporation" means a business operation that is controlle…

Sec. 3. The department, in cooperation with the department of commerce, shall establish a program to assist in developing employee-owned corporations. The program may operate when an establishment is closing or transferring operations resulting in a loss of jobs and when a reques…

Sec. 4. The department may do all of the following: (a) Develop, collect, and disseminate information useful to persons and organizations throughout the state in undertaking or promoting the establishment and successful operation of employee-owned corporations. (b) Evaluate the f…

Sec. 5. Each principal department and the economic advisory council, as established by law, shall assist the department of labor, upon its request, in implementing section 4.

Sec. 6. The department shall encourage those business establishments considering a decision to effect a closing or relocation of operations relative to an establishment located in this state to give notice of that decision as early as possible to the department, the employees of …

Sec. 7. If the department becomes aware pursuant to a request that a business establishment is closing or relocating operations, the department may conduct an initial study of the feasibility of the employees of the corporation establishing an employee-owned corporation to contin…

Sec. 8. This act shall not take effect unless House Bill No. 4614 of the 83rd Legislature is enacted into law.

Sec. 1. Every person, whether a resident or nonresident of this state, by the acceptance of election, appointment or employment as a director, manager, trustee or other officer of any corporation organized under the laws of the state of Michigan, or by continuance as such directo…

Sec. 2. Any such director, manager, trustee or other officer may be served with process in such actions while he holds office as such and after he has ceased to be such a director, manager, trustee or other officer, as long as such actions are not barred by the statute of limitat…

Sec. 3. In any action in which any director, manager, trustee or other officer of a domestic corporation has been served with process as hereinabove provided, the court in which such action has been commenced shall order such continuance or continuances as may be necessary to aff…

Sec. 4. Any person, director, manager, trustee or other officer of any corporation organized under the laws of the state of Michigan who, within 30 days from the date of approval of this act, shall resign in good faith as such director, manager, trustee or other officer, and shal…

Sec. 101. This act shall be known and may be cited as the "nonprofit corporation act".

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…

Sec. 104. The definitions contained in sections 105 to 110 shall control the interpretation of this act, unless the context otherwise requires.

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…

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…

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…

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…

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…

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) "…

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)…

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.…