Michigan Compiled Laws — MICHIGAN LIMITED LIABILITY COMPANY ACT (Act 23 of 1993)

Short title.

This act shall be known and may be cited as the "Michigan limited liability company act".

Definitions.

(1) Unless the context requires otherwise, the definitions in this section control the interpretation of this act. (2) As used in this act: (a) "Administrator" means the director of the department or his or her designated representative. (b) "Articles of organization" means the original documents filed to organize a li…

Documents; signatures; requirements.

(1) One or more persons organizing a limited liability company shall sign the original articles of organization as organizers. The articles shall state the names of the organizers beneath or opposite their signatures. (2) Any document other than original articles of organization required or permitted to be filed under…

Documents; filing; delivery; endorsement; returning copy; inspection by public; copies admissible in evidence; effective date; form; 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…

Failure to promptly file document; notice of refusal to file; judicial review.

(1) If the administrator fails promptly to file a document submitted for filing under this act, the administrator, within 10 days after receipt from the person submitting the document for filing of a written request for the filing of the document, shall give to that person written notice of the refusal to file that sta…

Documents; inaccurate record or defective execution; certificate of correction; filing; signature; contents; effective date of corrected document.

(1) If a document relating to a domestic or foreign limited liability company filed with the administrator under this act was at the time of filing an inaccurate record of the action referred to in the document, or was defectively or erroneously executed, or was electronically transmitted and the electronic transmissio…

Limited liability company; purpose.

A limited liability company may be formed under this act for any lawful purpose for which a domestic corporation or a domestic partnership could be formed, except as otherwise provided by law. A limited liability company formed to provide services in a learned profession, or more than 1 learned profession, shall comply…

Limited liability company; formation; filing as evidence that all conditions performed; exception; duration.

(1) One or more persons, who may or may not become members, may be the organizers of a limited liability company by filing executed articles of organization. (2) The existence of the limited liability company begins on the effective date of the articles of organization as provided in section 104. Filing is conclusive e…

Articles of organization; contents.

(1) The articles of organization shall contain all of the following: (a) The name of the limited liability company. (b) The purposes for which the limited liability company is formed. It is sufficient to state substantially, alone or with specifically enumerated purposes, that the limited liability company may engage i…

Limited liability company; low-profit limited liability company; name; requirements; rights.

(1) Except as provided in subsection (2), the name of a domestic limited liability company shall contain the words "limited liability company", or the abbreviation "L.L.C." or "L.C.", with or without periods or other punctuation. (2) The name of a low-profit limited liability company shall contain the words "low-profit…

Limited liability company licensed as nursing home; use of terms.

A limited liability company formed or existing under or subject to this act that is licensed or is to be licensed as a nursing home under article 17 of the public health code, 1978 PA 368, MCL 333.20101 to 333.22260, may use the term "health center" or "health care center" or a term conveying a meaning substantially si…

Reserving right to use of name; application; transfer of right.

(1) A person may reserve the right to use of a limited liability company name by executing and filing with the administrator an application to reserve the name. If the administrator finds that the name is available for use, the administrator shall reserve it for exclusive use of the applicant for a period expiring at t…

(1) A domestic or foreign limited liability company may transact business under an assumed name or names other than its name as set forth in its articles of organization or certificate of authority, if not precluded from use of the assumed name or names under section 204(3), by filing a certificate stating the true nam…

Maintaining registered office and resident agent; service of process, notice, or demand; appointment of agent; annual statement; service of process by mail.

(1) Each domestic limited liability company and foreign limited liability company authorized to transact business in this state shall have and continuously maintain in this state both of the following: (a) A registered office that may, but need not be, the same as its place of business. (b) A resident agent. The reside…

Certificate of good standing.

(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 busi…

Resident agent; resignation; notice; appointment of successor; termination of appointment.

(1) A resident agent of a limited liability company may resign as agent upon filing a written notice of resignation with the administrator and with a member or manager of the limited liability company. (2) The company shall promptly appoint a successor resident agent. (3) The appointment of the resigning agent terminat…

Changing registered office or resident agent; statement; filing; contents; changing business or residence address of resident agent.

(1) A domestic limited liability company or foreign limited liability company authorized to transact business in this state may change its registered office or resident agent, or both, upon filing with the administrator a statement executed as provided in section 103 and setting forth all of the following: (a) The name…

Limited liability company; powers.

Subject to the limitations provided in this act, any other statute of this state, or its articles of organization, a limited liability company has all powers necessary or convenient to effect any purpose for which the company is formed, including all powers granted to corporations in the business corporation act, 1972…

Validity of action or transfer of property; asserting lack of capacity or power.

An act of a limited liability company and a transfer of real or personal property to or by a limited liability company, otherwise lawful, is not invalid because the company was without capacity or power to do the act or make or receive the transfer, except that the lack of capacity or power may be asserted in any of th…

Interest rate; agreement.

A domestic or foreign limited liability company, whether or not formed at the request of a lender, may agree in writing to pay any rate of interest as long as that rate of interest is not in excess of the rate set forth in Act No. 259 of the Public Acts of 1968, being sections 438.41 to 438.42 of the Michigan Compiled…

Registered office or principal place of business; documents required to be kept.

A limited liability company shall keep at its registered office or principal place of business in this state all of the following: (a) A current list of the full name and last known address of each member and manager. (b) A copy of the articles or restated articles of organization, together with any amendments to the a…

Conflict between articles of organization and operating agreement.

If there is a conflict between the articles of organization and an operating agreement of a limited liability company, the articles of organization shall control.

Operating agreement unenforceable.

An operating agreement of a limited liability company that has 1 member is not unenforceable because only 1 person is a party to the operating agreement.

Limited liability company; powers.

Except as otherwise provided in an operating agreement, a limited liability company may do any of the following: (a) Indemnify, hold harmless, and defend a member, manager, or other person from and against any and all losses, expenses, claims, and demands sustained by that person, except that the company may not indemn…

Members; contribution.

(1) A contribution of a member to a limited liability company may consist of any tangible or intangible property or benefit to the company, including cash, property, services performed, promissory notes, contracts for services to be performed, or other binding obligation to contribute cash or property or to perform ser…