SENATE BILL No. 821

November 7, 2001, Introduced by Senators GARCIA, SIKKEMA, BULLARD, SCHUETTE,

STEIL and GOSCHKA and referred to the Committee on Financial Services.

A bill to amend 1993 PA 23, entitled

"Michigan limited liability company act,"

by amending sections 207, 909, and 1101 (MCL 450.4207, 450.4909,

and 450.5101), as amended by 1997 PA 52.

THE PEOPLE OF THE STATE OF MICHIGAN ENACT:

1 Sec. 207. (1) Each domestic limited liability company and

2 foreign limited liability company authorized to transact business

3 in this state shall have and continuously maintain in this state

4 both of the following:

5 (a) A registered office that may , but need not be, OR MAY

6 NOT BE the same as its place of business.

7 (b) A resident agent, which agent may be IS either an

8 individual resident in this state whose business office or

9 residence is identical with the registered office or any of the

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1 following having a business office identical with the registered

2 office:

3 (i) A domestic corporation.

4 (ii) A foreign corporation authorized to transact business

5 in this state.

6 (iii) A domestic limited liability company.

7 (iv) A foreign limited liability company authorized to

8 transact business in this state.

9 (2) The resident agent appointed by a limited liability com-

10 pany is an agent of the company upon whom any process, notice, or

11 demand required or permitted by law to be served upon the company

12 may be served.

13 (3) A person, whether a resident or nonresident of this

14 state, who is BY BECOMING a member of a limited liability

15 company, or who accepts BY ACCEPTING election, appointment, or

16 employment as a manager of a limited liability company organized

17 under this act, by the acceptance, is held to have appointed

18 APPOINTS the resident agent of the LIMITED LIABILITY company as

19 his or her agent upon whom process may be served while the person

20 is a member or manager of the limited liability company in any

21 action commenced in a court of general jurisdiction in this state

22 arising out of or founded upon any action of the limited liabil-

23 ity company or of a person as a member or manager of the limited

24 liability company. Upon accepting service of process, the resi-

25 dent agent shall promptly forward it to the member or manager of

26 the limited liability company at his or her last known address.

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1 (4) A SUBJECT TO SUBSECTION (5), A domestic limited

2 liability company or foreign limited liability company authorized

3 to transact business in this state shall file with the adminis-

4 trator an annual statement executed as provided in section 103

5 containing the name of its resident agent and the address of its

6 registered office in this state. The LIMITED LIABILITY COMPANY

7 SHALL FILE THE ANNUAL statement shall be filed not later than

8 February 15 of each year, except that a limited liability company

9 formed after September 30 or a foreign limited liability company

10 authorized to transact business in this state after September 30

11 need not file a statement on the February 15 immediately

12 succeeding IS NOT REQUIRED TO FILE AN ANNUAL STATEMENT IN THE

13 YEAR AFTER its formation or authorization.

14 (5) IF THERE ARE NO CHANGES IN THE INFORMATION PROVIDED IN

15 THE LAST FILED ANNUAL STATEMENT REQUIRED UNDER SUBSECTION (4),

16 THE LIMITED LIABILITY COMPANY MAY FILE AN ANNUAL STATEMENT THAT

17 CERTIFIES TO THE ADMINISTRATOR THAT NO CHANGES IN THE REQUIRED

18 INFORMATION HAVE OCCURRED SINCE THE LAST FILED ANNUAL STATEMENT.

19 AN ANNUAL STATEMENT DESCRIBED IN THIS SUBSECTION SHALL BE ON A

20 FORM APPROVED BY THE ADMINISTRATOR AND FILED NO LATER THAN THE

21 DATE REQUIRED UNDER SUBSECTION (4). A LIMITED LIABILITY COMPANY

22 THAT FILES AN ANNUAL STATEMENT DESCRIBED IN THIS SUBSECTION IS

23 NOT REQUIRED TO PAY A FILING FEE WITH THE ANNUAL STATEMENT.

24 Sec. 909. (1) A SUBJECT TO SUBSECTION (2), A professional

25 limited liability company shall file with the administrator an

26 annual report, together with a $50.00 filing fee, listing the

27 names and addresses of all members and managers and certifying

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1 that each member and manager is a licensed person in 1 or more of

2 the professional services rendered by the company. The ANNUAL

3 report shall also certify that any member or manager not licensed

4 or otherwise legally authorized to render professional services

5 in this state does not render professional services in this

6 state.

7 (2) IF THERE ARE NO CHANGES IN THE INFORMATION PROVIDED IN

8 THE LAST FILED ANNUAL REPORT REQUIRED UNDER SUBSECTION (1), THE

9 PROFESSIONAL LIMITED LIABILITY COMPANY MAY FILE AN ANNUAL REPORT

10 THAT CERTIFIES TO THE ADMINISTRATOR THAT NO CHANGES IN THE

11 REQUIRED INFORMATION HAVE OCCURRED SINCE THE LAST FILED ANNUAL

12 REPORT. AN ANNUAL REPORT DESCRIBED IN THIS SUBSECTION SHALL BE

13 ON A FORM APPROVED BY THE ADMINISTRATOR AND FILED NO LATER THAN

14 THE DATE REQUIRED UNDER SUBSECTION (3). A PROFESSIONAL LIMITED

15 LIABILITY COMPANY THAT FILES AN ANNUAL REPORT DESCRIBED IN THIS

16 SUBSECTION IS NOT REQUIRED TO PAY A FILING FEE WITH THE ANNUAL

17 REPORT.

18 (3) (2) The A professional limited liability company shall

19 file the AN annual report not REQUIRED UNDER THIS SECTION NO

20 later than February 15 of each year, and a penalty of $50.00

21 shall be added to the fee if the annual report is not filed or

22 the fee is not paid by February 15, except that if a profes-

23 sional limited liability company is formed after September 30, it

24 need IS not REQUIRED TO file an annual report on the February

25 15 immediately succeeding IN THE YEAR AFTER its formation. THE

26 ADMINISTRATOR SHALL ASSESS A PENALTY OF $50.00 IF AN ANNUAL

27 REPORT IS DELINQUENT.

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1 Sec. 1101. (1) The fees to be paid to the administrator

2 when the documents described in this subsection are delivered to

3 him or her for filing are as follows:

4 (a) Certificate of correction, $25.00.

5 (b) Articles of organization, $50.00.

6 (c) Amendment to the articles of organization, $25.00.

7 (d) Restated articles of organization, $50.00.

8 (e) Application for reservation of name, $25.00.

9 (f) Certificate of assumed name or a certificate of termina-

10 tion of assumed name, $25.00.

11 (g) Annual statement of resident agent and registered office

12 AS PROVIDED IN SECTION 207(4), $5.00.

13 (h) Notice of resignation of resident agent, or statement of

14 change of registered office or resident agent, $5.00.

15 (i) Certificate of merger as provided in article 7,

16 $100.00.

17 (j) Certificate of abandonment, $10.00.

18 (k) Certificate of conversion, $25.00.

19 (l) Certificate of dissolution, $10.00.

20 (m) Application of a foreign limited liability company for a

21 certificate of authority to transact business in this state,

22 $50.00.

23 (n) Certificate correcting statement contained in an appli-

24 cation for a certificate of authority to transact business in

25 this state, $25.00.

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1 (o) Certificate attesting to the occurrence of a merger of a

2 foreign limited liability company, as provided in section 1005,

3 $10.00.

4 (p) Application for withdrawal and issuance of a certificate

5 of withdrawal of a foreign limited liability company, $10.00.

6 (q) In addition to the fee required to file a document, the

7 administrator may charge a fee of $50.00 if the document is filed

8 by facsimile transmission or the administrator is requested to

9 transmit a document by a facsimile machine.

10 (2) The fees prescribed in subsection (1), no part of which

11 shall be refunded, when collected shall be paid into the treasury

12 of the state and credited to the administrator to be used solely

13 by the corporation and securities bureau in carrying out those

14 duties required by law.

15 (3) A IF A FEE IS NOT SPECIFIED IN SUBSECTION (1), A mini-

16 mum charge of $1.00 for each certificate and 50 cents per folio

17 shall be paid to the administrator for certifying a part of a

18 file or record pertaining to a domestic or foreign limited

19 liability company. for which provision for payment is not set

20 forth in subsection (1). The administrator may furnish copies of

21 documents, reports, and papers required or permitted by law to be

22 filed with the administrator, and shall charge for those copies

23 pursuant to a schedule of fees that the administrator shall adopt

24 with the approval of the state administrative board. The admin-

25 istrator shall retain the revenue collected under this subsection

26 to be used by the corporation and securities bureau to defray the

27 costs of its copying and certifying services.

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1 (4) If a domestic or foreign limited liability company pays

2 fees or penalties by check and the check is dishonored, the fee

3 is considered unpaid and the ADMINISTRATOR SHALL RESCIND THE

4 filing of all related documents. will be rescinded.

5 (5) The administrator may accept a credit card, instead of

6 cash or A check, as payment of a fee under this act. The admin-

7 istrator shall determine which credit cards may be accepted for

8 TO ACCEPT AS payment.

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