HB-5316, As Passed House, November 30, 2005
October 18, 2005, Introduced by Reps. Wenke, Huizenga, Vander Veen, Baxter, Taub and Tobocman and referred to the Committee on Commerce.
A bill to amend 1972 PA 284, entitled
"Business corporation act,"
by amending section 823 (MCL 450.1823), as amended by 1989 PA 121.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 823. A corporation may be dissolved by a judgment entered
in an action brought in the circuit court of the county in which
the principal place of business or registered office of the
corporation is located by 1 or more directors or by 1 or more
shareholders entitled to vote in an election of directors of the
corporation, upon proof of both of the following:
(a)
The directors of the corporation, or its shareholders if a
provision
in the articles of incorporation an
agreement among the
shareholders
authorized by subsection (1) of
section 463 section
488 is in effect, are unable to agree by the requisite vote on
material matters respecting management of the corporation's
affairs, or the shareholders of the corporation are so divided in
voting power that they have failed to elect successors to any
director whose term has expired or would have expired upon the
election and qualification of his or her successor.
(b) As a result of a condition stated in subdivision (a), the
corporation is unable to function effectively in the best interests
of its creditors and shareholders.