BUSINESS CORPORATION ACT REVISIONS                                                        S.B. 442:

                                                                                                    SUMMARY OF BILL

                                                                                      REPORTED FROM COMMITTEE

Senate Bill 442 (as reported without amendment)

Sponsor:  Senator Mike Kowall

Committee:  Commerce

CONTENT

The bill would amend the Business Corporation Act to do the following:

-- Specify that approval of a plan of merger or share exchange by the shareholders of a corporation would not be required if certain requirements were met.

-- Allow a person to execute a shareholder consent that directed that it would take effect at a future time, provided certain conditions were met.

-- Allow an individual to execute a consent that directed that it would take effect at a future time, provided certain conditions were met.

-- Modify various provisions relating to shareholders of professional corporations.

-- Specify that if the shares of a corporation were to be designated and issued in one or more classes or series, the articles of incorporation would have to include a statement of authority vested in the board to that effect.

-- Modify provisions relating to the designation of shares of corporate stock into one or more classes or series.

-- Allow the Administrator to maintain records and files in their original form or in the form of reproductions under the Records Reproduction Act.

-- Specify that if the Administrator were required under the Act to give notice to a corporation, he or she could electronically transmit the notice to the corporation's resident agent in the manner authorized by the corporation.

-- Allow the Administrator to electronically transmit notification of pending dissolution, notice of a reporting requirement violation, or a certificate of revocation to a corporation's resident agent.

(The Administrator is the Director of the Department of Licensing and Regulatory Affairs or of any other agency or department authorized by law to administer the Act, or his or her designated representative.)

MCL 450.1131 et al.                                                          Legislative Analyst:  Jeff Mann

FISCAL IMPACT

The bill would have no fiscal impact on State or local government.

Date Completed:  10-18-17                                                    Fiscal Analyst:  Josh Sefton

This analysis was prepared by nonpartisan Senate staff for use by the Senate in its deliberations and does not constitute an official statement of legislative intent.