May 7, 2009, Introduced by Senator ALLEN and referred to the Committee on Commerce and Tourism.
A bill to amend 1993 PA 23, entitled
"Michigan limited liability company act,"
by amending sections 207a and 803 (MCL 450.4207a and 450.4803),
section 207a as added by 2002 PA 686 and section 803 as amended by
2008 PA 567.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 207a. (1) Except as provided in this section, and section
909 for a professional limited liability company, from the
effective date of the articles of organization as provided in
section 104 until dissolution for a domestic limited liability
company, or from the effective date of the certificate of authority
to transact business in this state until withdrawal from this state
for a foreign limited liability company, a limited liability
company is entitled to issuance by the administrator, upon request,
of a certificate of good standing. A certificate of good standing
issued to a domestic limited liability company shall state that it
has been validly organized as a domestic limited liability company,
that it is validly in existence under the laws of this state, and
that it has satisfied its annual filing obligations. A certificate
of good standing issued to a foreign limited liability company
shall state that it has been validly authorized to transact
business in this state, that it holds a valid certificate of
authority to transact business in this state, and that it has
satisfied its annual filing obligations.
(2) If a domestic limited liability company or a foreign
limited liability company authorized to transact business in this
state fails to file an annual statement required by section 207 for
2 consecutive years, the administrator shall notify the company of
the consequences of the failure to file under subsection (3).
(3) If a limited liability company does not file all annual
statements it has failed to file, and the applicable fees, within
60
90 days after the administrator's notice under
subsection (2) is
sent, the limited liability company is not in good standing. A
limited liability company that is not in good standing is not
entitled to issuance by the administrator of a certificate of good
standing described in subsection (1), the name of the company is
available for use by another entity filing with the administrator,
and the administrator shall not accept for filing any document
submitted by the limited liability company other than a certificate
of restoration of good standing provided for in subsection (4). A
limited liability company that is not in good standing remains in
existence and may continue to transact business in this state.
(4) A domestic limited liability company or a foreign limited
liability company authorized to transact business in this state
that is not in good standing under subsection (3) may file a
certificate of restoration of good standing, accompanied by the
annual statements and fees for all of the years for which they were
not filed and paid, and the fee for filing the certificate of
restoration of good standing. The certificate shall include all of
the following:
(a) The name of the limited liability company at the time it
ceased to be in good standing. If that name is not available when
the certificate of restoration of good standing is filed, the
limited liability company shall select a new name that complies
with section 204. The new name shall be the name of the domestic
limited liability company or the name used in this state by the
foreign limited liability company from the date of filing of the
certificate.
(b) The name of the limited liability company's current
resident agent and the address of the current registered office in
this state.
(c) A statement that the certificate is accompanied by the
annual statements and applicable fees for all of the years for
which statements were not filed and fees were not paid.
Sec. 803. (1) The attorney general may bring an action in the
circuit court for the county in which the registered office of a
limited liability company is located for dissolution of the limited
liability company on the ground that the company has committed any
of the following acts:
(a) Procured its organization through fraud.
(b) Repeatedly and willfully exceeded the authority conferred
on it by law.
(c) Repeatedly and willfully conducted its business in an
unlawful manner.
(d) If the limited liability company is a low-profit limited
liability company, ceased to meet any of the requirements described
in
section 102(m) and for 60 90
days after it ceased to meet those
requirements failed to file a certificate of amendment amending its
name to conform with the requirements of section 204.
(2) This section does not exclude any other statutory or
common law action by the attorney general for dissolution of a
limited liability company.