January 29, 2003, Introduced by Senators GARCIA, PATTERSON, CROPSEY, Van WOERKOM,
GOSCHKA, BISHOP, JELINEK and CASSIS and referred to the Committee on Economic
Development, Small Business and Regulatory Reform.
A bill to amend 1982 PA 162, entitled
"Nonprofit corporation act,"
by amending sections 801, 831, 915, 922, and 925 (MCL 450.2801,
450.2831, 450.2915, 450.2922, and 450.2925), section 915 as
amended by 1996 PA 84.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
1 Sec. 801. (1) A corporation may be dissolved in any of the
2 following ways:
3 (a) Automatically by expiration of a period of duration to
4 which the corporation is limited by its articles of
5 incorporation.
6 (b) By action of the
incorporators or directors pursuant to
7 under section 803.
8 (c) By action of the shareholders, members, or the board
9 pursuant to under section 804.
1 (d) By action of a
shareholder or member pursuant to under
2 section 805.
3 (e) By a judgment of the circuit court in an action brought
4 pursuant to under this act or otherwise.
5 (f) Automatically, pursuant
to under section 922, for
6 failure to file an annual
report, or pay the an annual filing
7 fee required under
this act, or pay a penalty added to the an
8 annual fee.
9 (2) A corporation whose assets have been wholly disposed of
10 under court order in receivership or bankruptcy proceedings may
11 be summarily dissolved by order of the court having jurisdiction
12 of the proceedings. A
The clerk of the court shall file a copy
13 of the order shall be
filed with the administrator. by the
14 clerk of the court.
15 Sec. 831. A corporation is dissolved when any of the
16 following occurs:
17 (a) The period of duration stated in the corporation's
18 articles of incorporation expires.
19 (b) A certificate of dissolution is filed pursuant to
20 sections 803 to 805.
21 (c) A judgment of forfeiture of corporate franchises or of
22 dissolution is entered by a court of competent jurisdiction.
23 and The receiver or other person designated by the
court shall
24 promptly forward a copy
of a judicial order of dissolution shall
25 be forwarded promptly to the administrator. by the receiver or
26 other person
designated by the court.
27 (d) Failure to file an annual report, or pay an annual filing
1 fee required under this act, as provided in section 922.
2 Sec. 915. (1)
A Subject to subsection (2), a corporation
3 shall file an annual
report required under section 911 shall be
4 filed with the administrator together with a $10.00 filing
fee.
5 (2) If the annual report meets section 911(3), a corporation
6 shall file an annual report required under section 911 with the
7 administrator, but is not required to pay a filing fee with the
8 annual report.
9 Sec. 922. (1) If
a A domestic corporation that neglects
10 or refuses for 2
consecutive years to file the any annual
11 reports report or pay the any annual
filing fee required by
12 law , the corporation
shall be is automatically dissolved. The
13 administrator shall notify the corporation of the impending
14 dissolution not later
than 90 days before the 2 years has
15 expired 2-year period expires. Until a corporation has
been
16 is dissolved, it is entitled to issuance by the administrator,
17 upon request, of a certificate of good standing setting forth
18 that it has been validly incorporated as a domestic corporation
19 and that it is validly in existence under the laws of this
20 state.
21 (2) If a foreign corporation neglects or refuses for 1 year
22 to file the annual report
or pay the any annual filing fee
23 required by law, its certificate of authority is subject to
24 revocation in accordance with section 1042. Until revocation of
25 its certificate of authority or its withdrawal from this state or
26 termination of its existence, the foreign corporation is entitled
27 to issuance by the administrator, upon request, of a certificate
1 of good standing setting forth that it has been validly
2 authorized to transact business in this state and that it holds a
3 valid certificate of authority to transact business in this
4 state.
5 Sec. 925. (1) A
domestic corporation which has been that
6 is dissolved pursuant
to under section 922(1), or a foreign
7 corporation whose
certificate of authority has been is revoked
8 pursuant to under section 922(2) or section 1042, may
renew its
9 corporate existence or its certificate of authority by filing the
10 reports for the last 5 years or any lesser number of years in
11 which the reports were
not filed and paying the any annual
12 filing fees required under this act for all the years for which
13 they were not paid, together with a penalty of $5.00 for each
14 delinquent report. Upon filing the reports and payment of the
15 fees and penalties, the corporate existence or the certificate of
16 authority is renewed. If during the intervening period the
17 corporate name or a confusingly similar name has been assigned to
18 another corporation, the administrator may require that the
19 corporation adopt or use
within this state a different
20 corporate name that conforms to the requirements of section 212.
21 (2) Upon compliance with the provisions of this section, the
22 rights of the corporation
shall be are the same as though a
23 dissolution or revocation
had has not taken place, and all
24 contracts entered into and other rights acquired during the
25 interval shall be are
valid and enforceable.