reglab/housing_qa huggingface dataset:
MI Comp L § 450.4303 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 3 - (450.4301...450.4308)|Section 450.4303 - Distribution of Assets; Allocation; Manner; Basis.

450.4303 Distribution of assets; allocation; manner; basis. Sec. 303.  (1) Distributions of cash or other assets of a limited liability company shall be allocated among the members and among classes of members in the manner provided in an operating agreement. If an operating agreement does not provide for an allocation, distributions shall be allocated as follows:  (a) Prior to July 1, 1997, on the basis of the value, as stated in the records the limited liability company is required to keep under section 213 or as determined by any other reasonable method, of the contributions made by each member to the extent that the contributions have been received by the limited liability company and have not been returned.  (b) On and after July 1, 1997, except as otherwise provided in subsection (2), in equal shares to all members. A membership interest held by 2 or more persons, whether as fiduciaries, members of a partnership, tenants in common, joint tenants, tenants by the entirety, or otherwise, is considered as held by 1 member for an allocation under this subdivision.  (2) If a limited liability company in existence before July 1, 1997 allocated distributions on the basis of subsection (1)(a), the limited liability company shall continue to allocate distributions pursuant to subsection (1)(a) until the allocation is changed by an operating agreement. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002
MI Comp L § 450.4304 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 3 - (450.4301...450.4308)|Section 450.4304 - Distribution; Conditions for Receiving.

450.4304 Distribution; conditions for receiving.Sec. 304.  (1) Except as otherwise provided in this act and subject to subsection (2), a member is entitled to receive a distribution from a limited liability company before the withdrawal of the member from the limited liability company or before the dissolution and winding up of the limited liability company to the extent and at the times or upon the happening of the events specified in an operating agreement.  (2) If an operating agreement does not address a member's right to receive a distribution before the withdrawal of the member from the limited liability company or before the dissolution and winding up of the limited liability company, the unanimous approval of the members is required for any distribution to that member. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010
MI Comp L § 450.4305 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 3 - (450.4301...450.4308)|Section 450.4305 - Distributions to Withdrawing Member.

450.4305 Distributions to withdrawing member. Sec. 305.  Until the effective date of withdrawal, a withdrawing member shall share in any distribution made in accordance with section 304. An operating agreement may provide for an additional distribution to a withdrawing member. If a provision in an operating agreement permits withdrawal but is silent on an additional withdrawal distribution, a member withdrawing in accordance with the operating agreement is entitled to receive as a distribution, within a reasonable time after withdrawal, the fair value of the member's interest in the limited liability company as of the date of withdrawal based upon the member's share of distributions as determined under section 303. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
MI Comp L § 450.4306 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 3 - (450.4301...450.4308)|Section 450.4306 - Distributions; Demand, Acceptance, and Receipt of Distribution; Form.

450.4306 Distributions; demand, acceptance, and receipt of distribution; form. Sec. 306.  Except as provided in an operating agreement, a member, regardless of the nature of the member's contribution, has no right to demand and receive a distribution from a limited liability company in any form other than cash, and a member may not be compelled to accept from a limited liability company a distribution of an asset in kind to the extent that the percentage of the asset distributed to the member exceeds a percentage of that asset that is equal to the percentage in which the member shares in distributions from the limited liability company. History: 1993, Act 23, Eff. June 1, 1993
MI Comp L § 450.4308 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 3 - (450.4301...450.4308)|Section 450.4308 - Distribution; Violating Operating Agreement or MCL 450.4307; Liability of Members or Managers; Presumption of Assent; Knowledge of Violation; Contribution; Commencement of Proceeding.

450.4308 Distribution; violating operating agreement or MCL 450.4307; liability of members or managers; presumption of assent; knowledge of violation; contribution; commencement of proceeding.Sec. 308.  (1) A member or manager that votes for or assents to a distribution in violation of an operating agreement or section 307 is personally liable, jointly and severally, to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating the operating agreement or section 307 if it is established that the member or manager did not comply with section 404.  (2) For purposes of liability under subsection (1), a member or manager entitled to participate in a decision to make a distribution is presumed to have assented to a distribution unless the member or manager does 1 of the following:  (a) Votes against the distribution.  (b) Files a written dissent with the limited liability company within a reasonable time after the member or manager has knowledge of the decision.  (3) A member that accepts or receives a distribution with knowledge of facts indicating it is in violation of an operating agreement or section 307 is liable to the limited liability company for the amount the member accepts or receives that exceeds the member's share of the amount that could have been distributed without violating section 307 or the operating agreement.  (4) Each member or manager held liable under subsection (1) for an unlawful distribution is entitled to contribution from each other member or manager who could be held liable under subsection (1) or (3). The contribution of a person held liable under both subsections (1) and (3) shall not exceed the person's liability under either subsection (1) or (3), whichever is greater.  (5) A proceeding under this section is barred unless it is commenced within 2 years after the date on which the effect of the distribution is measured under section 307. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010
MI Comp L § 450.4401 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 4 - (450.4401...450.4409)|Section 450.4401 - Management Vested in Members.

450.4401 Management vested in members.Sec. 401.  Unless the articles of organization state that the business of the limited liability company is to be managed by 1 or more managers, the business of the limited liability company shall be managed by the members, subject to any provision in an operating agreement restricting or enlarging the management rights and duties of any member or group of members. If management is vested in the members, both of the following apply:  (a) The members are considered managers for purposes of applying this act, including section 406 regarding the agency authority of managers, unless the context clearly requires otherwise.  (b) The members have, and are subject to, all duties and liabilities of managers and to all limitations on liability and indemnification rights of managers. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010
MI Comp L § 450.4402 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 4 - (450.4401...450.4409)|Section 450.4402 - Managers; Delegation; Qualifications; Number; Notice of Delegation.

450.4402 Managers; delegation; qualifications; number; notice of delegation. Sec. 402.  (1) The articles of organization may provide that the business of the limited liability company shall be managed by or under the authority of 1 or more managers. The delegation of the management of a limited liability company to managers is subject to any provision in the articles of organization or in an operating agreement restricting or enlarging the management rights and duties of any manager or group of managers.  (2) An operating agreement may prescribe qualifications for managers, including a requirement that the managers be members.  (3) The number of managers shall be specified in or fixed in accordance with an operating agreement.  (4) If the articles of organization delegate management of a limited liability company to managers, the articles of organization constitute notice to third parties that managers, not members, have the agency authority described in section 406. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
MI Comp L § 450.4403 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 4 - (450.4401...450.4409)|Section 450.4403 - Managers; Selection; Vote; Removal; Notice.

450.4403 Managers; selection; vote; removal; notice.Sec. 403.  (1) A vote of a majority in interest of the members entitled to vote in accordance with section 502(1) is required to select 1 or more managers to fill initial positions or vacancies.   (2) The members may remove 1 or more managers with or without cause unless an operating agreement provides that managers may be removed only for cause.  (3) The members may remove a manager for cause only at a meeting called expressly for that purpose, and the manager shall have reasonable advance notice of the allegations against that manager and an opportunity to be heard at the meeting. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010
MI Comp L § 450.4404 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 4 - (450.4401...450.4409)|Section 450.4404 - Managers; Duties; Action for Failure to Perform Duties.

450.4404 Managers; duties; action for failure to perform duties.Sec. 404.  (1) A manager shall discharge the duties of manager in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the manager reasonably believes to be in the best interests of the limited liability company.  (2) In discharging the manager's duties, a manager may rely on information, opinions, reports, or statements, including, but not limited to, financial statements or other financial data, if prepared or presented by any of the following:  (a) One or more other managers or members or employees of the limited liability company whom the manager reasonably believes to be reliable and competent in the matter presented.  (b) Legal counsel, public accountants, engineers, or other persons as to matters the manager reasonably believes are within the person's professional or expert competence.  (c) A committee of managers of which the manager is not a member if the manager reasonably believes the committee merits confidence.  (3) A manager is not entitled to rely on the information, opinions, reports, or statements described in subsection (2) if the manager has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.  (4) A manager is not liable for an action taken as a manager or the failure to take an action if the manager performs the duties of the manager's office in compliance with this section.  (5) Except as otherwise provided in an operating agreement or by vote of the members pursuant to section 502(4) and (7), a manager shall account to the limited liability company and hold as trustee for it any profit or benefit derived by the manager from any transaction connected with the conduct or winding up of the limited liability company or from any personal use by the manager of its property.  (6) An action against a manager for failure to perform the duties imposed by this act shall be commenced within 3 years after the cause of action has accrued or within 2 years after the cause of action is discovered or should reasonably have been discovered by the complainant, whichever occurs first. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010
MI Comp L § 450.4405 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 4 - (450.4401...450.4409)|Section 450.4405 - Managers; Voting Requirements.

450.4405 Managers; voting requirements. Sec. 405.  (1) Except as otherwise provided in the articles of organization or an operating agreement, voting by managers shall be as provided in this section.  (2) If management of a limited liability company is delegated to managers under section 402 and the limited liability company has more than 1 manager, each manager has 1 vote and the vote of a majority of all managers is required to decide or resolve any difference on any matter connected with carrying on the business of the limited liability company that is within the scope of the managers' authority.  (3) If management of a limited liability company remains in the members, section 502 applies to voting by the members.  History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002
MI Comp L § 450.4406 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 4 - (450.4401...450.4409)|Section 450.4406 - Manager as Agent.

450.4406 Manager as agent.Sec. 406.  A manager is an agent of the limited liability company for the purpose of its business, and the act of a manager, including the execution in the limited liability company name of any instrument, that apparently carries on in the usual way the business of the limited liability company of which the manager is a manager binds the limited liability company, unless both of the following apply:  (a) The manager does not have the authority to act for the limited liability company in that particular matter.  (b) The person with whom the manager is dealing has actual knowledge that the manager lacks authority to act or the articles of organization or this act establishes that the manager lacks authority to act. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010
MI Comp L § 450.4407 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 4 - (450.4401...450.4409)|Section 450.4407 - Managers; Eliminating or Limiting Liability; Exceptions.

450.4407 Managers; eliminating or limiting liability; exceptions. Sec. 407.  A provision in the articles of organization or an operating agreement may eliminate or limit the monetary liability of a manager to the limited liability company or its members for breach of any duty established in section 404, except that the provision does not eliminate or limit the liability of a manager for any of the following:  (a) The receipt of a financial benefit to which the manager is not entitled.  (b) Liability under section 308.  (c) A knowing violation of law.  (d) An act or omission occurring before the date when the provision becomes effective. History: 1993, Act 23, Eff. June 1, 1993
MI Comp L § 450.4408 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 4 - (450.4401...450.4409)|Section 450.4408 - Repealed. 2010, Act 290, Imd. Eff. Dec. 16, 2010.

450.4408 Repealed. 2010, Act 290, Imd. Eff. Dec. 16, 2010. Compiler's Notes: The repealed section pertained to indemnification of manager against losses, expenses, claims, and demands for alleged acts or omissions.
MI Comp L § 450.4409 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 4 - (450.4401...450.4409)|Section 450.4409 - Manager or Agent With Interest in Company; Effect; Majority Vote by Members With No Interest in Transaction; Claims.

450.4409 Manager or agent with interest in company; effect; majority vote by members with no interest in transaction; claims.Sec. 409.  (1) Except as otherwise provided in an operating agreement, a transaction in which a manager or agent of a limited liability company is determined to have an interest shall not, because of the interest, be enjoined, be set aside, or give rise to an award of damages or other sanctions, in a proceeding by a member or by or in the right of the company, if the manager or agent interested in the transaction establishes any of the following:  (a) The transaction was fair to the company at the time entered into.  (b) The material facts of the transaction and the manager's or agent's interest were disclosed or known to the managers and the managers authorized, approved, or ratified the transaction.  (c) The material facts of the transaction and the manager's or agent's interest were disclosed or known to the members entitled to vote and they authorized, approved, or ratified the transaction.  (2) Except as otherwise provided in the articles of organization or an operating agreement, a transaction is authorized, approved, or ratified for purposes of subsection (1)(b) if it receives the affirmative vote of a majority of the managers that have no interest in the transaction. The presence of, or a vote cast by, a manager with an interest in the transaction does not affect the validity of an action taken under subsection (1)(b).  (3) Except as otherwise provided in the articles of organization or an operating agreement, a transaction is authorized, approved, or ratified for purposes of subsection (1)(c) if it receives a majority of votes cast by the members entitled to vote that do not have an interest in the transaction.  (4) Satisfying the requirements of subsection (1) does not preclude other claims relating to a transaction in which a manager or agent is determined to have an interest. Those claims shall be evaluated under principles of law applicable to a transaction in which a similarly situated person does not have an interest. History: Add. 2010, Act 290, Imd. Eff. Dec. 16, 2010
MI Comp L § 450.4501 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 5 - (450.4501...450.4515)|Section 450.4501 - Members; Admission; Liability for Acts, Debts, or Obligations.

450.4501 Members; admission; liability for acts, debts, or obligations.Sec. 501.  (1) A person may be admitted as a member of a limited liability company in connection with the formation of the limited liability company in any of the following ways:  (a) If an operating agreement includes requirements for admission, by complying with those requirements.  (b) If an operating agreement does not include requirements for admission, if either of the following are met:  (i) The person signs the initial operating agreement.  (ii) The person's status as a member is reflected in the records, tax filings, or other written statements of the limited liability company.  (c) In any manner established in a written agreement of the members.  (2) A person may be admitted as a member of a limited liability company after the formation of the limited liability company in any of the following ways:  (a) If the person is acquiring a membership interest directly from the limited liability company, by complying with the provisions of an operating agreement prescribing the requirements for admission or, in the absence of provisions prescribing the requirements for admission in an operating agreement, upon the unanimous vote of the members entitled to vote.  (b) If the person is an assignee of a membership interest, as provided in section 506.  (c) If the person is becoming a member of a surviving limited liability company as the result of a merger or conversion approved under this act, as provided in the plan of merger or plan of conversion.  (3) A limited liability company may admit a person as a member that does not make a contribution or incur an obligation to make a contribution to the limited liability company.  (4) Unless otherwise provided by law or in an operating agreement, a person that is a member or manager, or both, of a limited liability company is not liable for the acts, debts, or obligations of the limited liability company. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010
MI Comp L § 450.4503 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 5 - (450.4501...450.4515)|Section 450.4503 - Members; Obtaining Certain Financial Statements and Tax Returns; Inspecting and Copying Records; Obtaining Other Information; Formal Accounting of Company's Affairs.

450.4503 Members; obtaining certain financial statements and tax returns; inspecting and copying records; obtaining other information; formal accounting of company's affairs.Sec. 503.  (1) Upon written request of a member, a limited liability company shall send a copy of its most recent annual financial statement and its most recent federal, state, and local income tax returns, and any other returns or filings the limited liability company has submitted or is required to submit to any federal, state, local, or other governmental taxing authority, to the member by mail or electronic transmission.  (2) Upon reasonable request, a member may obtain true and full information regarding the current state of a limited liability company's financial condition.  (3) Upon reasonable written request and during ordinary business hours, a member or the member's designated representative may inspect and copy, at the member's expense, any of the records a limited liability company is required to maintain under section 213, at the location where the records are kept.  (4) Upon reasonable written request, a member may obtain other information regarding a limited liability company's affairs or may inspect, personally or through a representative and during ordinary business hours, other books and records of the limited liability company, as is just and reasonable.  (5) A member may have a formal accounting of a limited liability company's affairs, as provided in an operating agreement or whenever circumstances render it just and reasonable. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010