Mich. Comp. Laws § 450.1101
Short title.
This act shall be known and may be cited as the "business corporation act".
Michigan Compiled Laws — BUSINESS CORPORATION ACT (Act 284 of 1972)
Michigan · statute · 284 of 1972, Mich. Comp. Laws · 251 active provisions
Provisions
Mich. Comp. Laws § 450.1103
Liberal construction; purposes and policies of act.
This act shall be liberally construed and applied to promote its underlying purposes and policies which include all of the following: (a) To simplify, clarify, and modernize the law governing business corporations. (b) To provide a general corporate form for the conduct or promotion of a lawful business or purpose with…
Mich. Comp. Laws § 450.1104
Definitions controlling interpretation of act.
The definitions contained in sections 105 through 109 shall control the interpretation of this act, unless the context otherwise requires.
Mich. Comp. Laws § 450.1105
Definitions; A, B.
(1) "Administrator" means the chief officer of the department or of any other agency or department authorized by law to administer this act, or his or her designated representative. (2) "Articles of incorporation" includes any of the following: (a) The original articles of incorporation or any other instrument filed or…
Mich. Comp. Laws § 450.1106
Definitions; C to E.
(1) "Corporation" or "domestic corporation" means a corporation formed under this act, or existing on January 1, 1973 and formed under any other statute of this state for a purpose for which a corporation may be formed under this act. (2) "Department" means the department of licensing and regulatory affairs. (3) "Direc…
Mich. Comp. Laws § 450.1107
Definitions; F to I.
(1) "Foreign corporation" means a corporation for profit formed under laws other than the laws of this state, which includes in its purposes a purpose for which a corporation may be formed under this act. (2) "Foreign nonprofit corporation" means a corporation organized under laws other than the laws of this state, whi…
Mich. Comp. Laws § 450.1108
Definitions; N to P.
(1) "Nonprofit corporation" or "domestic nonprofit corporation" means a nonprofit, corporation subject to the nonprofit corporation act, 1982 PA 162, MCL 450.2101 to 450.3192. (2) "Person" means an individual, a partnership, a domestic or foreign corporation, a limited liability company, or any other association, corpo…
Mich. Comp. Laws § 450.1109
Definitions; S.
(1) "Services in a learned profession" means services provided to the public by a dentist, an osteopathic physician, a physician, a surgeon, a doctor of divinity or other clergy, or an attorney-at-law. The term does not include services provided to residents of a nursing home, as defined in section 20109 of the public…
Mich. Comp. Laws § 450.1121
Applicability of act to domestic and foreign corporations.
This act applies to every domestic corporation and to every foreign corporation which is authorized to or does transact business in this state except as otherwise provided in this act or by other law. This act also applies to any other domestic corporation or foreign corporation not formed under this act to the extent,…
Mich. Comp. Laws § 450.1123
Applicability of act generally.
(1) Unless otherwise provided in, or inconsistent with, the act under which a corporation is or has been formed, this act applies to deposit and security companies, summer resort associations, brine pipeline companies, telegraph companies, telephone companies, safety and collateral deposit companies, canal, river, and…
Mich. Comp. Laws § 450.1125
Applicability to foreign commerce, interstate commerce, and federal corporations.
This act applies to commerce with foreign nations and among the several states and to corporations formed by or under any act of congress, only to the extent permitted under the constitution and laws of the United States.
Mich. Comp. Laws § 450.1127
Applicability to existing corporations; saving clause.
(1) This act does not affect the duration of a corporation which exists on the effective date of this act. An existing corporation and its shareholders, directors and officers have the same rights and are subject to the same limitations, restrictions, liabilities and penalties as a corporation formed under this act, an…
Mich. Comp. Laws § 450.1131
Submission of document; delivery; filing; return of copy or original; public inspection; maintaining records or files; copies of documents and destroying originals; certified reproduced copy of document as evidence; effective date of document; fees.
(1) A document required or permitted to be filed under this act shall be submitted by delivering the document to the administrator together with the fees and accompanying documents required by law. The administrator may establish a procedure for accepting delivery of a document submitted under this subsection by facsim…
Mich. Comp. Laws § 450.1132
Filed documents; language, form, execution, and contents.
(1) A document filed with the administrator shall be in the English language, except that the corporate name need not be in the English language if written in English letters or Arabic or Roman numerals. (2) A document required or permitted to be filed under this act that is also required by this act to be executed on…
Mich. Comp. Laws § 450.1133
Correction of document relating to domestic or foreign corporation; signing and filing of certificate of correction; contents of certificate; effective date of corrected document.
If a document relating to a domestic or foreign corporation filed with the administrator under this act was at the time of filing an inaccurate record of the corporation action referred to in the document, or was defectively or erroneously executed, or the document was electronically transmitted and the electronic tran…
Mich. Comp. Laws § 450.1141
Corporate action without notice or lapse of prescribed time period.
When, under this act or the articles of incorporation or bylaws of a corporation or by the terms of an agreement or instrument, a corporation or the board or any committee of the board may take action after notice to any person or after lapse of a prescribed period of time, the action may be taken without notice and wi…
Mich. Comp. Laws § 450.1142
Notice or communication where communication unlawful or where notice or communication not required; statement.
When a notice or communication is required to be given to a person by this act, by the articles of incorporation or bylaws, or by the terms of an agreement or instrument relating to the internal affairs of the corporation, or as a condition precedent to taking corporate action, and communication with the person is then…
Mich. Comp. Laws § 450.1143
Mailing notice or communication; delivery; electronic transmission; "address" defined; notice to corporation's resident agent.
(1) If a notice or communication is required or permitted under this act to be given by mail, it shall be mailed, except as otherwise provided in this act, to the person to which it is directed at the address designated by the person for that purpose or, if none is designated, at the person's last known address. The no…
Mich. Comp. Laws § 450.1151
Failure to file document; notice; refusing or revoking authorization of foreign corporation to transact business; judicial review.
(1) If the administrator fails to promptly file a document, other than an annual report, submitted for filing under this act, the administrator shall within 10 days after receiving a written request to file the document from the person that submitted the document for filing give written notice of the failure to file th…
Mich. Comp. Laws § 450.1201
Incorporators.
(1) One or more persons may be the incorporators of a corporation by signing and filing articles of incorporation for the corporation. (2) A corporation incorporated to provide 1 or more services in a learned profession must be incorporated as a professional corporation under chapter 2A. (3) A corporation incorporated…
Mich. Comp. Laws § 450.1202
Articles of incorporation; contents.
The articles of incorporation shall contain all of the following: (a) The name of the corporation. (b) The purposes for which the corporation is formed. All of the following apply for purposes of this subdivision: (i) Except as otherwise provided in subparagraph (ii) or (iii), it is a sufficient compliance with this su…
Mich. Comp. Laws § 450.1204
Articles of incorporation; provision as to compromise, arrangement, or plan of reorganization.
The articles of incorporation may contain the following provision or the substance thereof: When a compromise or arrangement or a plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them or between this corporation and its shareholders or any class of them,…
Mich. Comp. Laws § 450.1205
Articles of incorporation; effect of provision as to compromise, arrangement, or plan of reorganization.
(1) When the provision of section 204 is included in the original articles of incorporation of a corporation, all persons who become creditors or shareholders thereof are deemed to have become creditors or shareholders subject in all respects to that provision, and it shall be binding upon them. (2) When that provision…
Mich. Comp. Laws § 450.1209
Articles of incorporation; permissible provisions.
(1) The articles of incorporation may contain any provision not inconsistent with this act or another statute of this state, including any of the following: (a) A provision for management of the business and conduct of the affairs of the corporation, or creating, defining, limiting, or regulating the powers of the corp…
Mich. Comp. Laws § 450.1211
Corporate name; required words and abbreviations.
Except as provided in chapter 2A for a professional corporation, the corporate name of a domestic corporation shall contain the word "corporation", "company", "incorporated", or "limited" or shall contain 1 of the following abbreviations: corp., co., inc., or ltd., with or without periods.
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