HOUSE BILL No. 4678 April 23, 1997, Introduced by Rep. Brackenridge and referred to the Committee on Local Government. A bill to amend 1972 PA 284, entitled "Business corporation act," by amending the title and sections 217 and 1060 (MCL 450.1217 and 450.2060), section 217 as amended by 1989 PA 121 and section 1060 as amended by 1993 PA 91. THE PEOPLE OF THE STATE OF MICHIGAN ENACT: 1 TITLE 2 An act to provide for the organization and regulation of 3 corporations; to prescribe their duties, rights, powers, immuni- 4 ties and liabilities; to provide for the authorization of foreign 5 corporations within this state; to prescribe the functions of 6the administrator of this actCERTAIN STATE AND LOCAL OFFICERS 7 AND ENTITIES; TO ESTABLISH FEES; to prescribe penalties for 8 violations of this act; and to repealcertainacts and parts of 9 acts. 00281'97 TLG 2 1 Sec. 217. (1) A domestic or foreign corporation may 2 transact its business under any assumed name or names other than 3 its corporate name if not precluded from use by section 212, by 4 filing a certificate stating the true name of the corporation and 5 the assumed name under which the business is to be transacted. 6 The certificate shall be effective, unless sooner terminated by 7 the filing of a certificate of termination or by the dissolution 8 or withdrawal of the corporation, for a period expiring on 9 December 31 of the fifth full calendar year following the year in 10 which it was filed. It may be extended for additional consecu- 11 tive periods of 5 full calendar years each by filing similar cer- 12 tificates not earlier than 90 days preceding the expiration of 13 any period. The administrator shall notify the corporation of 14 the impending expiration of the certificate of assumed name not 15 later than 90 days before the expiration of the initial or subse- 16 quent 5-year period. This section does not create substantive 17 rights to the use of a particular assumed name. 18 (2) The same name may be assumed by 2 or more corporations, 19 or by 1 or more corporations and 1 or more limited partnerships 20 or other enterprises, in the case of corporations and other 21 enterprises participating together in a partnership or joint 22 venture. Each participant corporation shall file a certificate 23 under this section. 24 (3) A DOMESTIC OR FOREIGN CORPORATION MAY TERMINATE AN 25 ASSUMED NAME BY FILING A CERTIFICATE STATING THE TRUE NAME OF THE 26 CORPORATION AND THE ASSUMED NAME AND REQUESTING THAT THE ASSUMED 27 NAME BE TERMINATED. 00281'97 3 1 (4) A CERTIFICATE UNDER SUBSECTION (1) OR (3) SHALL BE FILED 2 WITH THE COUNTY CLERK OF THE COUNTY WHERE THE REGISTERED OFFICE 3 OF THE CORPORATION IS LOCATED AND ACCOMPANIED BY A FEE OF 4 $20.00. THE COUNTY CLERK SHALL FORWARD A CERTIFICATE UNDER SUB- 5 SECTION (1) OR (3) TO THE ADMINISTRATOR WITH $10.00 OF THE FEE. 6 THE COUNTY CLERK SHALL PAY THE REMAINING $10.00 OF THE FEE INTO 7 THE GENERAL FUND OF THE COUNTY. THE COUNTY BOARD OF COMMISSION- 8 ERS SHALL ALLOCATE THAT REMAINING $10.00 OF THE FEE FOR UPGRADING 9 TECHNOLOGY IN THE COUNTY CLERK'S OFFICE. 10 Sec. 1060. (1) The fees to be paid to the administrator 11 when the documents described in this subsection are delivered to 12 him or her for filing are as follows: 13 (a) Articles of domestic corporations, $10.00. 14 (b) Application of a foreign corporation for a certificate 15 of authority to transact business in this state, $10.00. 16 (c) Amendment to the articles of a domestic corporation, 17 $10.00. 18 (d) Amended application for a certificate of authority to 19 transact business in this state, $10.00. 20 (e) Certificate of merger or share exchange as provided in 21 chapter 7, $50.00. 22 (f) Certificate attesting to the occurrence of a merger of a 23 foreign corporation, as provided in section 1021, $10.00. 24 (g) Certificate of dissolution, $10.00. 25 (h) Application for withdrawal and issuance of a certificate 26 of withdrawal of a foreign corporation, $10.00. 00281'97 4 1 (i) Application for reservation of corporate name, $10.00. 2 (j) Certificate of assumed name or a certificate of 3 termination of assumed name, $10.00, TO BE FORWARDED BY THE 4 COUNTY CLERK UNDER SECTION 217. 5 (k) Statement of change of registered office or resident 6 agent, $5.00. 7 (l) Restated articles of domestic corporations, $10.00. 8 (m) Certificate of abandonment, $10.00. 9 (n) Certificate of correction, $10.00. 10 (o) Certificate of revocation of dissolution proceedings, 11 $10.00. 12 (p) Certificate of renewal of corporate existence, $10.00. 13 (q) For examining a special report required by law, $2.00. 14 (r) Certificate of registration of corporate name of a for- 15 eign corporation, $50.00. 16 (s) Certificate of renewal of registration of corporate name 17 of a foreign corporation, $50.00. 18 (t) Certificate of termination of registration of corporate 19 name of a foreign corporation, $10.00. 20 (2) The fees prescribed in subsection (1), no part of which 21 shall be refunded, shall be in addition to the franchise fees 22 prescribed in this act, and shall, when collected, be paid into 23 the treasury of the state and credited to the administrator to be 24 used solely by the corporation and securities bureau in carrying 25 out those duties required by law. 26 (3) Fees paid by or on behalf of domestic and foreign 27 regulated investment companies as defined in section 1064 shall 00281'97 5 1 be the same as are charged foreign and domestic corporations for 2 the purposes specified in this section. 3 (4) The fees received pursuant to section 915 shall be 4 deposited in the state treasury to the credit of the administra- 5 tor to be used by the corporation and securities bureau in carry- 6 ing out those duties required by law. After the payment of the 7 amounts appropriated by the legislature for the necessary 8 expenses incurred in the administration of this act, the money 9 remaining shall be credited to the general fund of the state. 10 (5) A minimum charge of $1.00 for each certificate and 50 11 cents per folio shall be paid to the administrator for certifying 12 a part of a file or record pertaining to a corporation for which 13 provision for payment is not set forth in subsection (1). The 14 administrator may furnishcopiesREPRODUCTIONS of documents, 15 reports, and papers required or permitted by law to be filed with 16 the administrator, and shall charge for thosecopies17 REPRODUCTIONS pursuant to a schedule of fees which the adminis- 18 trator shall adopt with the approval of the state administrative 19 board. THE REPRODUCTIONS SHALL BE MADE PURSUANT TO THE RECORDS 20 MEDIA ACT, 1992 PA 116, MCL 24.401 TO 24.403. The administrator 21 shall retain the revenue collected under this subsection to be 22 used by the corporation and securities bureau to defray the costs 23 for itscopyingREPRODUCTION and certifying services. 24 (6) If a domestic or foreign corporation pays fees or penal- 25 ties by check and the check is dishonored, the fee shall be con- 26 sidered unpaid and the filing of all related documents will be 27 rescinded. 00281'97 6 1 (7) The administrator may accept a credit card, in lieu of 2 cash or check, as payment of a fee under this act. The adminis- 3 trator shall determine which credit cards may be accepted for 4 payment. 5 (8) The administrator may charge a nonrefundable fee of up 6 to $50.00 for any document submitted or certificate sent by fac- 7 simile transmission. The administrator shall retain the revenue 8 collected under this section to be used by the corporation and 9 securities bureau in carrying out its duties required by law. 00281'97 Final page. TLG