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Public Act Number: 557
Public Act Year: 2014
Document Type(s): MCLs
(180 results found)
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Document Type Description
Section 450.2103 Section Construction and application of act.
Section 450.2104 Section Definitions generally.
Section 450.2105 Section Definitions; A, B.
Section 450.2106 Section Definitions; C to E.
Section 450.2107 Section Definitions; F.
Section 450.2108 Section Definitions; M to P.
Section 450.2109 Section Definitions; S.
Section 450.2110 Section Definitions; V.
Section 450.2121 Section Corporations to which act applicable; corporation formed under predecessor act.
Section 450.2122 Section Statutory reference to repealed act as reference to this act; statutes inapplicable to domestic corporation; uniform voidable transactions act inapplicable to distributions.
Section 450.2123 Section Applicability to corporation formed under other act not repealed by this act; organizations to which act inapplicable.
Section 450.2131 Section Submission of documents; delivery; endorsement; indexing; returning copy or original; public inspection; maintenance of records and files; reproductions; effective date of document; fees.
Section 450.2132 Section English language; signatures; contents of documents.
Section 450.2133 Section Correction of document; certificate; effective date of corrected document.
Section 450.2141 Section Taking action without notice and without lapse of prescribed period of time; waiver.
Section 450.2143 Section 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.
Section 450.2151 Section 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.
Section 450.2202 Section Articles of incorporation; contents.
Section 450.2209 Section Articles of incorporation; additional provisions; liability of director or volunteer officer.
Section 450.2212 Section Corporate name.
Section 450.2215 Section Reservation of right to use corporate name; application; duration; expiration; transfer of right to exclusive use of reserved corporate name.
Section 450.2217 Section 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.
Section 450.2221 Section Corporate existence to begin on effective date of articles of incorporation; filing as conclusive evidence that conditions precedent fulfilled and corporation formed; exception.
Section 450.2241 Section Registered office; resident agent.
Section 450.2242 Section Change of registered office or resident agent; statement.
Section 450.2243 Section Resident agent; resignation; notice; appointment of successor; termination of appointment of resigning resident agent; registered office of corporation.
Section 450.2246 Section 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.
Section 450.2251 Section Corporate purposes; conduct of lawful activities during war or national emergency.
Section 450.2261 Section 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.
Section 450.2275 Section Agreement to pay rate of interest in excess of legal rate; defense of usury prohibited.
Section 450.2301 Section 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.
Section 450.2303 Section Corporation organized on stock basis; issuance of shares authorized in articles of incorporation; rules of qualification and government of shareholders.
Section 450.2303a Section Corporation board organized on stock basis; amendment of articles of incorporation deleting reference to par value.
Section 450.2303b Section 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.
Section 450.2303c Section Issuance of bonds convertible into shares or shares convertible into other shares of corporation; condition; cancellation of converted bonds; restoration of converted shares.
Section 450.2303d Section Shares redeemable in cash, bonds, securities, or other property; prices and conditions.
Section 450.2304 Section Corporation organized on membership basis; provisions of articles or bylaws; rights, preferences, and limitations of or on members; classes of members; voting rights; condominium association; homeowners or property owners association; transferability and termination of membership; rules of qualification and government; limitations on membership.
Section 450.2305 Section Corporation organized on directorship basis; members; voting; matters subject to action by board of directors.
Section 450.2307 Section Subscription for shares or membership; enforceability; irrevocability; acceptance; consent to revocation; subscription agreement.
Section 450.2308 Section Subscription for shares or membership; payment; installments; call for payment ratable; retention of security interest as security for performance by subscriber.
Section 450.2309 Section Default in payment of amount due under subscription agreement; rights and duties of corporation; limiting and adding to rights and remedies of corporation.
Section 450.2313 Section Corporation, foreign corporation, business corporation, foreign business corporation, limited liability company, unincorporated association, partnership, or other person as shareholder or member; officers and directors as director of corporation; rights, powers, privileges, and liabilities of shareholders or members.
Section 450.2314 Section Corporation organized on stock basis; issuance of shares; powers.
Section 450.2317 Section Person purchasing shares of corporation; person holding stock or membership in fiduciary or representative capacity; person becoming assignee, transferee, or pledgee of shares or membership; liability.
Section 450.2331 Section Representation of shares by certificates; signatures of officers; seal; facsimiles.
Section 450.2332 Section Certificate representing shares; required statements.
Section 450.2336 Section Authorization of shares without certificates.
Section 450.2338 Section Issuing fractions of shares; powers of corporation; providing opportunity to purchase additional fractions of share or scrip.
Section 450.2341a Section Issuance of shares pro rata and without consideration; issuance of shares as share dividend; "share dividend" defined.
Section 450.2343 Section Preemptive right of shareholder of corporation organized on stock basis to acquire unissued shares; extent; statement; principles; "shares" defined.
Section 450.2344 Section Acquisition of own shares or memberships; amendment of articles of incorporation.
Section 450.2345 Section Distributions to shareholders or members.
Section 450.2392 Section Applicability of chapter to distributions made in dissolution under chapter 8.
Section 450.2402 Section Annual meeting of shareholders or members for election of directors and conduct other business; failure to hold meeting at designated time or elect sufficient number of directors; adjournment of meeting; court order to hold meeting or election; quorum.
Section 450.2403 Section Special meeting of shareholders or members; court order; quorum.
Section 450.2404 Section Notice of time, place, and purposes of meeting of shareholders or members; manner; contents; notice of adjourned meeting; notice not given; attendance at meeting; participating and voting by remote communication; meeting without notice.
Section 450.2405 Section Shareholder, member, or proxy holder participation in meeting by conference telephone or other means of remote communication; conditions; participation as presence in person at meeting; participating and voting by remote communication.
Section 450.2406 Section Chairperson presiding at meeting of shareholders or members; powers, duties, and authority.
Section 450.2407 Section Taking corporate action without meeting; consent; notice; statement on filed certificate; consent by electronic transmission; delivery.
Section 450.2408 Section Taking corporate action without meeting; shareholder or member action by ballot; requirements; revocation of ballot; inclusion of proposed action in ballot; statement of certificate.
Section 450.2409 Section Taking corporate action without meeting; voting by shareholder or member at polling place; accessibility; requirements; revocation of ballot; inclusion of proposed action in ballot; statement on certificate.
Section 450.2412 Section Record date.
Section 450.2413 Section Making and certifying list of shareholders or members entitled to vote at meeting or adjournment; requirements; noncompliance; adjournment of meeting; validity of action taken.
Section 450.2415 Section Quorum; continuing conduct of business if less than quorum; adjournment of meeting; shareholders entitled to vote separately.
Section 450.2421 Section Authorizing person to act for shareholder or member by proxy; election of directors by proxy; validity; revocability; methods of granting authority; use of copy, facsimile, or reproduction.
Section 450.2422 Section Irrevocable proxy.
Section 450.2423 Section Revocability of proxy.
Section 450.2432 Section Beneficial owner of shares or memberships registered in name of nominee; recognition by corporation as shareholder or member; procedure.
Section 450.2441 Section Voting generally.
Section 450.2442 Section Voting as class.
Section 450.2444 Section Voting by corporation or business corporation; voting of pledged shares.
Section 450.2446 Section Voting of shares or membership held by joint tenants or tenants in common.
Section 450.2447a Section Voting of shares or memberships if owned by another corporation or business corporation.
Section 450.2451 Section Voting for directors.
Section 450.2455 Section Action requiring vote or concurrence of greater proportion of shares, members, or class than required by act; amendment of articles of incorporation.
Section 450.2461 Section Agreement as to voting rights.
Section 450.2466 Section Transfer of shares or membership to trustee; filing of voting rights agreement; voting and other rights of trustee; inspection of filed copy of voting trust agreement; description of beneficial interests.
Section 450.2467 Section Shares or memberships subject to voting trust; liability of trustee; designation of 2 or more persons as voting trustees.
Section 450.2468 Section Extension of voting trust agreement.
Section 450.2472 Section Transfer or registration of bond, share, or membership; written restriction.
Section 450.2473 Section Transfer or registration of bond, share, or membership; imposition of restrictions; conditions.
Section 450.2485 Section Books, records, and minutes.
Section 450.2487 Section Mailing balance sheet and statements to shareholder or member upon request; inspection during regular business hours; written demand; "proper purpose" defined; order compelling inspection; burden of proof; powers of court; inspection by director; costs; holder of voting trust certificate as shareholder or member; right to inspect prohibited or limited; definitions.
Section 450.2488 Section Agreement among members of corporation.
Section 450.2489 Section Court action that certain acts illegal, fraudulent, or willfully unfair and oppressive; order or relief; "willfully unfair and oppressive conduct" defined.
Section 450.2491a Section Definitions.
Section 450.2492a Section Derivate proceeding; criteria to be met by shareholder or member.
Section 450.2493a Section Derivative proceeding; commencement.
Section 450.2494 Section Derivative proceeding; investigation; issuance of stay.
Section 450.2495 Section Derivative proceeding; dismissal.
Section 450.2496 Section Derivative proceeding; discontinuance or settlement; court approval required.
Section 450.2497 Section Derivative proceeding; termination.
Section 450.2501 Section Board of directors; management of business and affairs of corporation; qualifications; powers.
Section 450.2505 Section Board; number, term, election or appointment, and resignation of directors.
Section 450.2506 Section Dividing directors up to 5 classes; election or appointment; term; expiration.
Section 450.2511 Section Removal of director; vote.
Section 450.2514 Section Removal of director by circuit court.
Section 450.2515a Section Vacancy.
Section 450.2521 Section Regular or special meetings of board; location; notice; attendance or participation as waiver of notice; participation by means of conference telephone or other remote communication.
Section 450.2523 Section Quorum; vote constituting action of board or committee; amendment of bylaws.
Section 450.2527 Section Designation of committees; membership; alternates; absent or disqualified member; providing for election or appointment of committees in articles or bylaws.
Section 450.2528 Section Executive committee designated under MCL 450.2527(1) or (3); powers and authority; subcommittees.
Section 450.2529 Section Submitting matter to vote.
Section 450.2531 Section Officers of corporation; membership; election or appointment; individual holding 2 or more offices; term of office; authority and duties.
Section 450.2541 Section Director or officer; discharge of duties; manner; reliance on certain information; compliance; liability; claim for monetary damages for breach of volunteer director's duty; commencement of action.
Section 450.2545a Section Transaction in which director or officer has interest.
Section 450.2548 Section Loan, guaranty, or assistance by corporation for officer or employee.
Section 450.2551 Section Liability of directors for certain corporate actions; liability of shareholder or member accepting or receiving distribution contrary to act.
Section 450.2552 Section Rights of director against whom claim successfully asserted under MCL 450.2551.
Section 450.2553 Section Presence or absence of director at meeting at which action under MCL 450.2551 taken; presumption; dissent.
Section 450.2561 Section Indemnification of director, officer, partner, trustee, employee, nondirector volunteer, or agent in connection with action, suit, or proceeding; conditions; presumption.
Section 450.2562 Section Indemnification against expenses of director, officer, partner, trustee, employee, nondirector volunteer, or agent in connection with action or suit by or in right of corporation; conditions; limitations.
Section 450.2563 Section Indemnification for expenses of director, officer, or nondirector volunteer successful in defense of action, suit, or proceeding referred to in MCL 450.2561 or 450.2562.
Section 450.2564a Section Indemnification of director, officer, employee, nondirector volunteer, or agent under MCL 450.2561 or 450.2562; authorization; basis; determination; evaluation; designation of committee or selection of legal counsel; indemnification for portion of expenses; payment; indemnification of director for expenses and liabilities.
Section 450.2564b Section Expenses incurred by director, officer, employee, nondirector volunteer, or agent; reimbursement; agreement; advances.
Section 450.2564c Section Indemnification of director, officer, employee, nondirector volunteer, or agent; application to court; determination.
Section 450.2565 Section Indemnification or advance of expenses not exclusive of other rights; limitation; continuation; amended provision.
Section 450.2567 Section Purchase and maintenance of insurance on behalf of director, officer, employee, nondirector volunteer, or agent.
Section 450.2569 Section Scope of "corporation" for purposes of MCL 450.2561 to 450.2567.
Section 450.2571 Section Definitions.
Section 450.2601 Section Amendment of articles of incorporation; contents.
Section 450.2602 Section Amendment of articles of incorporation; purposes.
Section 450.2611 Section Amendment of articles by incorporation; amendment without shareholder or member action; manner of adoption; notice of meeting; vote on proposed amendment; requirements; adoption; number of amendments acted upon at 1 meeting; certificate of amendment.
Section 450.2615 Section Voting as class on proposed amendment.
Section 450.2631 Section Certificate of amendment; signing and execution; filing; contents.
Section 450.2641 Section Integrating provisions of articles into single instrument; adoption of restated articles of incorporation; adoption before first meeting; amendments subject to other provisions of act.
Section 450.2642 Section Restated articles of incorporation; heading or introductory paragraph; designation; required statements; omitted provisions.
Section 450.2643 Section Restated articles of incorporation; signing, filing, and executing; effect.
Section 450.2701 Section Merger of domestic corporations; plan; contents; distributions.
Section 450.2703a Section Plan of merger; approval.
Section 450.2706 Section Merger of domestic corporation with domestic or foreign corporation; conditions; consent; execution of certificate of merger; participation of other corporations.
Section 450.2707 Section Certificate of merger; signing and filing; contents; determining effectiveness.
Section 450.2711 Section Merger of domestic corporation with subsidiary corporation; approval of plan of merger; mailing copy of plan to minority shareholder or member of record; other provisions; definitions.
Section 450.2712 Section Certificate of merger; execution and filing of certificate of merger by parent company; determination of effective date.
Section 450.2713 Section Subsidiary corporation as constituent corporation in merger; approval of shareholders or members.
Section 450.2724 Section Merger other than under MCL 450.2736a.
Section 450.2735 Section Merger of domestic business corporation, foreign corporation, or foreign business corporation with domestic corporation; surviving corporation; compliance; liability for enforcement of obligation; acquisition of shares or memberships through voluntary exchange; distributions.
Section 450.2736a Section Merger of domestic corporations with business organizations; requirements; merger of domestic corporation with domestic or foreign entity; consent; executing and filing certificate of merger; contents; effect of merger; surviving entity; liability for enforcement of obligation; distributions; applicability of MCL 450.2735; definitions.
Section 450.2741 Section Abandonment of merger; procedure; certificate of abandonment.
Section 450.2745 Section Conversion of domestic corporation into business organization; requirements; effect; surviving business organization; liability for certain obligation; distributions; "business organization" and "entity" defined.
Section 450.2746 Section Conversion of business organization into domestic corporation; requirements; effectiveness of certificate of conversion; surviving domestic corporation.
Section 450.2751 Section Actions by corporation; terms and conditions; consideration; "consideration" defined.
Section 450.2753 Section Disposition of property and assets of corporation; disposal of all or substantially all of property; presumption that corporation retains significant continuing business activity; "consideration" defined; recommendation of proposed transaction; exceptions; submission to shareholders or members; approval; notice of meeting; statement; authorization; fixing term or condition and consideration; voting; abandonment; distribution.
Section 450.2754 Section Merger or acquisition under MCL 2703a(2); right of shareholders or members to receive notice and vote.
Section 450.2801 Section Dissolution of corporation; methods; summary dissolution of corporation whose assets disposed of under court order in receivership or bankruptcy proceedings; filing copy of order with administrator.
Section 450.2804 Section Dissolution of corporation by action of shareholders or members; recommendation; exceptions; approval or authorization; notice; voting; certificate.
Section 450.2805 Section Dissolution under agreement under MCL 450.2488; effectiveness.
Section 450.2811 Section Revocation of dissolution proceedings; filing and execution of certificate; additional manner of revocation.
Section 450.2815 Section Renewal of corporate existence.
Section 450.2817 Section Effect of filing certificate of revocation of dissolution or renewal of corporate existence; accrued penalty or liability; adoption of corporate name; rights.
Section 450.2821 Section Action by attorney general for dissolution of corporation; grounds; other actions.
Section 450.2823 Section Dissolution of corporation by judgment in action brought in court; proof; action for dissolution of charitable purpose corporation.
Section 450.2841a Section Written notice to claimants of dissolved corporation.
Section 450.2842a Section Publication of notice of dissolved corporation.
Section 450.2851 Section Application for judgment that affairs of corporation and liquidation of assets continue under supervision of court; orders and judgments; permitting creditor to file claim or commence proceeding.
Section 450.2855 Section Dissolution of corporation; applicable provisions.
Section 450.2901 Section Report of domestic corporation; contents; electronic transmission; distribution to shareholder, member, or director.
Section 450.2911 Section Annual report to administrator; filing; contents.
Section 450.2913 Section Destruction or disposal of certain records.
Section 450.2922 Section Failure of domestic or foreign corporation to file annual report or pay filing fee or penalty; automatic dissolution or revocation of certificate of authority; dissolution of charitable purpose corporation; notice; right to certificate of good standing; electronic transmission of notification.
Section 450.2923 Section Extension of time for filing report; reporting failure or neglect under MCL 450.2922, 450.2931, or 450.2932; action by attorney general; notice; electronic transmission.
Section 450.2925 Section Renewal of corporate existence or certificate of authority following dissolution or revocation.
Section 450.2932 Section Prohibited conduct as misdemeanor; fine.
Section 450.3001 Section Foreign corporation authorized to conduct affairs in this state on January 1, 1983; rights and privileges; duties, restrictions, penalties, and liabilities.
Section 450.3002 Section Foreign corporation receiving certificate of authority under act; rights and privileges; duties, restrictions, penalties, and liabilities.
Section 450.3012 Section Foreign corporation not considered to be conducting affairs in state; activities; applicability of section.
Section 450.3013 Section Acquisition of federally insured or guaranteed loan by foreign corporation.
Section 450.3015 Section Application of foreign corporation for certificate of authority to conduct affairs in state; contents.
Section 450.3016 Section Application of foreign corporation to conduct affairs in state; certificate; attachment; fees; issuance of certificate; duration of authority.
Section 450.3021 Section Foreign corporation authorized to conduct affairs in state; filing with administrator copy of amended application; contents; survivor of merger or conversion.
Section 450.3032 Section Issuance of certificate of withdrawal to foreign corporation; conditions; effect.
Section 450.3035 Section Foreign corporation authorized to conduct affairs in state; dissolution; termination or cancellation of authority or existence; merger, conversion, or consolidation; filing information, certificate, order, or judgment with administrator; payment of fees; certificate of withdrawal.
Section 450.3041 Section Revocation of certificate of authority of foreign corporation to conduct affairs in state; grounds.
Section 450.3042 Section Revocation of certificate of authority of foreign corporation to conduct affairs in state; notice of default; certificate of revocation; force and effect.
Section 450.3051 Section Action commenced by foreign corporation without certificate of authority prohibited; order of dismissal; effect of failure to obtain certificate of authority on validity of contract and act of corporation; defense of action or proceeding.
Section 450.3060 Section Fees; payment; certification of file or record; waiver; form of payment.
Section 450.3104 Section Definitions; I to U.
Section 450.3107 Section Inconsistent provisions inapplicable to chapter.
Section 450.3145 Section Amendments; affirmative vote of majority.
Section 450.3162 Section Distribution of assets generally.