reglab/housing_qa huggingface dataset:
MI Comp L § 450.4808 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 8 - (450.4801...450.4808)|Section 450.4808 - Winding Up; Distribution of Assets; Order; Filing Tax Returns and Paying Tax Obligations.

450.4808 Winding up; distribution of assets; order; filing tax returns and paying tax obligations. Sec. 808.  (1) Upon the winding up of a limited liability company, the assets shall be distributed in the following order:  (a) To creditors, including members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited liability company other than liabilities for distributions to members under section 304 or 305. Reasonable provision shall be made for debts, liabilities, and obligations that are not liquidated but will not be barred under section 806 or 807.  (b) Except as provided in an operating agreement, to members and former members in satisfaction of liabilities for distributions under sections 304 and 305.  (c) Except as provided in an operating agreement, all remaining assets to members and former members in accordance with their shares of distributions as determined under section 303.   (2) Before the assets of a limited liability company are distributed pursuant to subsection (1), the limited liability company shall file tax returns and pay tax obligations as required by Act No. 122 of the Public Acts of 1941, being sections 205.1 to 205.31 of the Michigan Compiled Laws. History: 1993, Act 23, Eff. June 1, 1993
MI Comp L § 450.4901 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 9 - (450.4901...450.4910)|Section 450.4901 - Limited Liability Company; Rendering Professional Services; Applicability of Article.

450.4901 Limited liability company; rendering professional services; applicability of article. Sec. 901.  (1) A limited liability company formed to render 1 or more professional services, as defined in section 902 may be organized under this article as a professional limited liability company.  (2) A limited liability company formed as a professional limited liability company and its members and managers are subject to this article and this act. This article takes precedence over any other provision of this act in the event of conflict. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
MI Comp L § 450.4902 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 9 - (450.4901...450.4910)|Section 450.4902 - Definitions.

450.4902 Definitions.Sec. 902.  As used in this article:  (a) "Licensed person" means an individual who is licensed or otherwise legally authorized to practice a professional service by a court, department, board, commission, or an agency of this state or another jurisdiction, any corporation or professional services corporation all of whose shareholders are licensed persons, any partnership all of whose partners are licensed persons, or any limited liability company all of whose members and managers are licensed persons.  (b) "Professional service" means a type of personal service to the public that requires as a condition precedent to the rendering of the service the obtaining of a license or other legal authorization. Professional service includes, but is not limited to, services rendered by a certified or other public accountant, chiropractor, dentist, optometrist, veterinarian, osteopathic physician, physician, surgeon, podiatrist, chiropodist, physician's assistant, architect, professional engineer, land surveyor, or attorney-at-law.  (c) "Professional services corporation" means a corporation formed under former 1962 PA 192 or a corporation incorporated under and governed by chapter 2A of the business corporation act, 1972 PA 284, MCL 450.1101 to 450.2098. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2010, Act 126, Imd. Eff. July 19, 2010 ;-- Am. 2012, Act 568, Imd. Eff. Jan. 2, 2013
MI Comp L § 450.4903 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 9 - (450.4901...450.4910)|Section 450.4903 - Professional Limited Liability Company; Purpose Stated in Articles of Organization; Name.

450.4903 Professional limited liability company; purpose stated in articles of organization; name. Sec. 903.  (1) One or more licensed persons may organize and become members of a professional limited liability company.  (2) The articles of organization of a professional limited liability company shall state, as its purposes, that the company is formed to render specified professional services.  (3) The name of the limited liability company shall contain the words "professional limited liability company" or the abbreviation "P.L.L.C." or "P.L.C." with or without periods or other punctuation. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
MI Comp L § 450.4905 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 9 - (450.4901...450.4910)|Section 450.4905 - Professional Limited Liability Company; License Required; “Employee” Explained; Effect of Act on Laws Applicable to Professional Relationship and Liabilities; Liability for Negligent or Wrongful Acts.

450.4905 Professional limited liability company; license required; “employee” explained; effect of act on laws applicable to professional relationship and liabilities; liability for negligent or wrongful acts. Sec. 905.  (1) A professional limited liability company shall not render professional services within this state except through its members, managers, employees, and agents who are licensed or otherwise legally authorized to render the professional services within this state. The term employee does not include secretaries, bookkeepers, technicians, and other assistants who are not usually and ordinarily considered by custom and practice to be rendering professional services to the public for which a license or other legal authorization is required.  (2) This act shall not be construed to abolish, repeal, modify, restrict, or limit the law now in effect applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional services and to the standards for professional conduct. A member, manager, employee, or agent of a professional limited liability company shall remain personally and fully liable and accountable for any negligent or wrongful acts or misconduct committed by him or her, or by any person under his or her direct supervision and control, while rendering professional services on behalf of the company to the person for whom the professional services were being rendered.  (3) The limited liability company shall be liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its members, managers, employees, or agents while they are engaged on behalf of the company in the rendering of professional services. History: 1993, Act 23, Eff. June 1, 1993
MI Comp L § 450.4906 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 9 - (450.4901...450.4910)|Section 450.4906 - Disqualification, Restriction, or Limitation on Persons Rendering Professional Service; Severing Employment and Financial Interest; Noncompliance.

450.4906 Disqualification, restriction, or limitation on persons rendering professional service; severing employment and financial interest; noncompliance. Sec. 906.  If a member, manager, employee, or agent of a professional limited liability company becomes legally disqualified to render the professional services rendered by the company or accepts employment that, pursuant to existing law, places restrictions or limitations on his or her continued rendering of the professional services, he or she shall sever within a reasonable period all employment with and financial interests in the company. A company's failure to require compliance with this section constitutes a ground for the forfeiture of its articles of organization and its dissolution. If a company's failure to comply with this section is brought to the attention of the administrator, he or she shall certify that fact to the attorney general for appropriate action to dissolve the company. History: 1993, Act 23, Eff. June 1, 1993
MI Comp L § 450.4907 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 9 - (450.4901...450.4910)|Section 450.4907 - Professional Limited Liability Company; Prohibited Activities; Exception.

450.4907 Professional limited liability company; prohibited activities; exception. Sec. 907.  (1) A professional limited liability company shall not engage in any business other than the rendering of the professional services for which it was specifically organized.  (2) This act does not prohibit the company from investing its funds in real estate, mortgages, stocks, bonds, or any other type of investments, owning real or personal property necessary for the rendering of professional services, becoming a partner in a partnership formed under Act No. 72 of the Public Acts of 1917, being sections 449.1 to 449.43 of the Michigan Compiled Laws, if the partnership performs the same professional services as the professional limited liability company, or forming or becoming a member or manager of another professional limited liability company organized under this act if both professional limited liability companies perform the same professional services. History: 1993, Act 23, Eff. June 1, 1993
MI Comp L § 450.4908 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 9 - (450.4901...450.4910)|Section 450.4908 - Sale or Transfer of Membership Interest; Restrictions.

450.4908 Sale or transfer of membership interest; restrictions. Sec. 908.  (1) A membership interest in a professional limited liability company shall not be sold or transferred except to a person who is eligible to be a member of the company or to the personal representative or estate of a deceased or legally incompetent member. The personal representative or estate of the member may continue to hold a membership interest for a reasonable period but shall not be authorized to participate in any decisions concerning the rendering of professional service.  (2) The articles of organization or an operating agreement may provide specifically for additional restrictions on the transfer of membership interests. History: 1993, Act 23, Eff. June 1, 1993
MI Comp L § 450.4910 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 9 - (450.4901...450.4910)|Section 450.4910 - Merger; Limitation.

450.4910 Merger; limitation. Sec. 910.  A professional limited liability company may merge only with other limited liability companies whose members and managers are licensed persons permitted to be members or managers under this article or other entities that are licensed persons or whose shareholders, partners, or other owners, members, or managers are licensed persons permitted to be members or managers under this article. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
MI Comp L § 450.5001 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 10 - (450.5001...450.5010)|Section 450.5001 - Foreign Limited Liability Company; Laws of Jurisdiction.

450.5001 Foreign limited liability company; laws of jurisdiction. Sec. 1001.  Subject to the constitution of this state, the laws of the jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs, and a foreign limited liability company shall not be denied a certificate of authority to transact business in this state by reason of any difference between those laws and the laws of this state. History: 1993, Act 23, Eff. June 1, 1993
MI Comp L § 450.5002 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 10 - (450.5001...450.5010)|Section 450.5002 - Transacting Business; Certificate of Authority by Foreign Limited Liability Company Required; Application; Filing; Contents.

450.5002 Transacting business; certificate of authority by foreign limited liability company required; application; filing; contents. Sec. 1002.  Before transacting business in this state, a foreign limited liability company shall obtain a certificate of authority from the administrator. To obtain a certificate of authority, a foreign limited liability company shall file with the administrator an application, executed as provided in section 103, setting forth all of the following:  (a) The name of the foreign limited liability company and, if different, the name under which it proposes to transact business in this state.  (b) The jurisdiction and date of its organization.  (c) The address of its registered office in this state and the name of its resident agent at that address in accordance with section 207.  (d) A statement that includes both of the following:  (i) That the department is appointed the agent of the foreign limited liability company for service of process if no agent has been appointed under subdivision (c), or, if appointed, the agent's authority has been revoked, the agent has resigned, or the agent cannot be found or served through the exercise of reasonable diligence.  (ii) The name and address of a member, manager, or other person to whom the administrator is to send copies of any process served on the administrator.  (e) The address of the office required to be maintained in the jurisdiction of its organization by the laws of that state or, if not required to maintain an office by the laws of that state, of the principal office of the foreign limited liability company.  (f) Other additional information as may be necessary or appropriate in order to enable the department to determine whether the limited liability company is entitled to transact business in this state. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
MI Comp L § 450.5003 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 10 - (450.5001...450.5010)|Section 450.5003 - Certificate of Authority; Issuance; Powers, Rights, and Privileges of Foreign Limited Liability Company.

450.5003 Certificate of authority; issuance; powers, rights, and privileges of foreign limited liability company. Sec. 1003.  (1) If the administrator finds that an application for a certificate of authority substantially conforms to the requirements of this act and all requisite fees have been paid, the administrator shall file the application and issue to the foreign limited liability company a certificate of authority to transact business in this state, in accordance with section 104.   (2) Upon the issuance of a certificate of authority, the foreign limited liability company may transact in this state any business that a domestic limited liability company formed under this act may lawfully transact, except as limited by statements in its application for a certificate of authority or under the law of its jurisdiction of organization. The authority continues so long as the foreign limited liability company retains its authority to transact such business in the jurisdiction of its organization and its authority to transact business in this state has not been surrendered, suspended, or revoked.  (3) A foreign limited liability company holding a valid certificate of authority in this state has no greater rights or privileges than a domestic limited liability company. The certificate of authority does not authorize the foreign limited liability company to exercise any of its powers or purposes that a domestic limited liability company is forbidden by law to exercise in this state. History: 1993, Act 23, Eff. June 1, 1993
MI Comp L § 450.5004 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 10 - (450.5001...450.5010)|Section 450.5004 - Certificate of Authority; Satisfaction of MCL 450.4204 Required for Issuance.

450.5004 Certificate of authority; satisfaction of MCL 450.4204 required for issuance.Sec. 1004.  The department shall not issue a certificate of authority to a foreign limited liability company unless the name of the company satisfies the requirements of section 204. If the name of a foreign limited liability company does not satisfy the requirements of section 204, the company may take the action authorized by section 204(4). History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 2008, Act 567, Imd. Eff. Jan. 16, 2009
MI Comp L § 450.5005 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 10 - (450.5001...450.5010)|Section 450.5005 - Inaccurate Application; Correcting Statement; Certificate; Exception; Survivor of Merger; Certificate Attesting to Merger; Annual Statement.

450.5005 Inaccurate application; correcting statement; certificate; exception; survivor of merger; certificate attesting to merger; annual statement. Sec. 1005.  (1) If any statement in the application for certificate of authority of a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited liability company shall promptly file with the administrator a certificate, signed as provided in section 103, correcting the statement, except that a change in the resident agent or registered office may be made under section 209.  (2) If a foreign limited liability company authorized to transact business in this state is the survivor of a merger permitted by the laws of the jurisdiction of its organization, the foreign limited liability company shall file, not later than 30 days after the merger becomes effective, a certificate issued by the proper officer of the jurisdiction of its organization attesting to the occurrence of the merger. If the merger has changed the name of the foreign limited liability company or has otherwise affected the information set forth in the application, the foreign company shall also comply with subsection (1).  (3) A foreign limited liability company authorized to transact business in this state shall file an annual statement as required by section 207(3), and section 207a applies to the good standing of the company and to failures to file. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002
MI Comp L § 450.5006 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 10 - (450.5001...450.5010)|Section 450.5006 - Certificate of Withdrawal; Contents, Form, Manner, and Execution of Application.

450.5006 Certificate of withdrawal; contents, form, manner, and execution of application. Sec. 1006.  (1) A foreign limited liability company authorized to transact business in this state may withdraw from this state upon receiving from the administrator a certificate of withdrawal. In order to obtain the certificate, the foreign limited liability company shall file an application for withdrawal setting forth all of the following:  (a) The name of the foreign limited liability company and the jurisdiction under the laws of which it is organized.  (b) That the foreign limited liability company is not transacting business in this state.  (c) That the foreign limited liability company surrenders its authority to transact business in this state.  (d) That the foreign limited liability company revokes the authority of its resident agent to receive service of process in this state and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the foreign limited liability company was authorized to transact business in this state may thereafter be made on the company by service upon the administrator.  (e) An address to which the administrator is to mail a copy of any process against the foreign limited liability company.  (f) Other additional information as is necessary or appropriate in order to enable the administrator to determine and assess any unpaid fees payable by the foreign limited liability company.  (2) The application for withdrawal shall be in the form and manner designated by the administrator and shall be executed for the foreign limited liability company as provided in section 103, or, if the foreign limited liability company is in the hands of a receiver or trustee, by the receiver or trustee on behalf of the company. History: 1993, Act 23, Eff. June 1, 1993
MI Comp L § 450.5008 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 10 - (450.5001...450.5010)|Section 450.5008 - Activities Not Considered to Be Transacting Business in State; Applicability of Section to Other State Laws.

450.5008 Activities not considered to be transacting business in state; applicability of section to other state laws. Sec. 1008.  (1) Without excluding other activities that may not constitute transacting business in this state, a foreign limited liability company is not considered to be transacting business in this state, for the purposes of this act, because it is carrying on in this state any 1 or more of the following activities:  (a) Maintaining, defending, or settling any proceeding.  (b) Holding meetings of its members or carrying on any other activities concerning its internal affairs.  (c) Maintaining bank accounts.  (d) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability company's own securities or maintaining trustees or depositaries with respect to those securities.  (e) Selling through independent contractors.  (f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.  (g) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.  (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.  (i) Owning, without more, real or personal property.  (j) Conducting an isolated transaction that is completed within 30 days and that is not 1 in the course of repeated transactions of a like nature.  (k) Transacting business in interstate commerce.  (2) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process or taxation in this state or to regulation under any other law of this state. History: 1993, Act 23, Eff. June 1, 1993