reglab/housing_qa huggingface dataset:
MI Comp L § 450.4701 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 7 - (450.4701...450.4709)|Section 450.4701 - Domestic Limited Liability Companies; Merger; Plan.

450.4701 Domestic limited liability companies; merger; plan. Sec. 701.  (1) Two or more domestic limited liability companies may merge pursuant to a plan of merger approved as provided in section 702.  (2) The plan of merger shall set forth all of the following:  (a) The name of each constituent company and the name of the surviving company.  (b) The terms and conditions of the proposed merger, including the manner and basis of converting the membership interests in each limited liability company into membership interests in the surviving company, or into cash or other property, or into a combination thereof.  (c) A statement of any amendment to the articles of organization of the surviving company to be effected by the merger or any restatement of the articles of organization, or a statement that no changes are to be made in the articles of organization of the surviving company.  (d) Other provisions with respect to the proposed merger that the constituent companies consider necessary or desirable. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1994, Act 410, Imd. Eff. Dec. 29, 1994 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
MI Comp L § 450.4702 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 7 - (450.4701...450.4709)|Section 450.4702 - Merger; Approval of Plan by Members; Withdrawal and Distribution.

450.4702 Merger; approval of plan by members; withdrawal and distribution.Sec. 702.  (1) A plan of merger shall be submitted to the members of each constituent company for approval. A unanimous vote of the members entitled to vote in each constituent company is required to approve a merger, unless an operating agreement of a constituent company provides otherwise.  (2) If an operating agreement of a constituent company provides for approval of a merger by less than unanimous vote of members entitled to vote and the merger is approved, a member that did not vote in favor of the merger may withdraw from the limited liability company and receive, within a reasonable time, the fair value of the member's interest in the limited liability company, based upon the member's share of distributions as determined under section 303. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1994, Act 410, Imd. Eff. Dec. 29, 1994 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010
MI Comp L § 450.4703 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 7 - (450.4701...450.4709)|Section 450.4703 - Plan of Merger; Execution; Certificate; Contents and Effectiveness.

450.4703 Plan of merger; execution; certificate; contents and effectiveness. Sec. 703.  (1) After a plan of merger is approved, a certificate of merger shall be executed as provided in section 103 and filed on behalf of each constituent company. The certificate shall set forth all of the following:  (a) The statements required by section 701(2)(a) and (c).  (b) A statement that the plan of merger has been approved by the members of the constituent company in accordance with section 702(1).  (c) A statement of any assumed names of merging limited liability companies transferred to the surviving company as authorized by section 206(6), specifying each transferred assumed name and the name of the limited liability company from which it is transferred. The certificate may include a statement of limited liability company names or assumed names of merging limited liability companies that are to be treated as newly filed assumed names of the survivor pursuant to section 206(7).  (d) The effective date of the merger if later than the date the certificate of merger is filed.  (2) The certificate of merger is effective in accordance with section 104. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1994, Act 410, Imd. Eff. Dec. 29, 1994 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
MI Comp L § 450.4704 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 7 - (450.4701...450.4709)|Section 450.4704 - Merger; Provisions.

450.4704 Merger; provisions. Sec. 704.  When a merger takes effect, all of the following apply:  (a) Every other constituent company merges into the surviving company and the separate existence of every constituent company except the surviving company ceases.  (b) All property, real, personal, and mixed, all debts due on whatever account, including promises to make contributions, all other choses in action, and any other interest of or belonging to or due to each constituent company are vested in the surviving company without further act or deed and without reversion or impairment.   (c) The surviving company may use the name and the assumed names of any constituent company, if the filings required under section 206(6) and (7) are made.  (d) The surviving company has all of the liabilities of each constituent company.  (e) A proceeding pending against any constituent company may be continued as if the merger had not occurred or the surviving company may be substituted in the proceeding for the limited liability company whose existence ceased.  (f) The articles of organization of the surviving company are amended to the extent provided in the certificate of merger.  (g) The membership interests in each constituent company are converted into membership interests in the surviving company, cash, or other property as provided in the plan of merger. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
MI Comp L § 450.4705 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 7 - (450.4701...450.4709)|Section 450.4705 - Merger of Foreign Limited Liability Companies With Domestic Limited Liability Companies; Conditions; Compliance and Liability of Surviving Company.

450.4705 Merger of foreign limited liability companies with domestic limited liability companies; conditions; compliance and liability of surviving company. Sec. 705.  (1) One or more foreign limited liability companies may merge with 1 or more domestic limited liability companies if both of the following are satisfied:  (a) The merger is permitted by the law of the jurisdiction under whose law each foreign constituent company is organized and each foreign constituent company complies with that law in effecting the merger.  (b) Each domestic constituent company complies with the provisions of sections 701 through 703.  (2) If the surviving company is to be governed by the laws of a jurisdiction other than this state, it shall comply with the provisions of this act with respect to foreign limited liability companies if it is to transact business in this state.  (3) The surviving company is liable for, and is subject to service of process in a proceeding in this state for the enforcement of, any obligation of a domestic constituent company, including any obligation to a member of the domestic constituent company who has dissented from the merger and withdrawn pursuant to section 702(2). History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1994, Act 410, Imd. Eff. Dec. 29, 1994 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
MI Comp L § 450.4706 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 7 - (450.4701...450.4709)|Section 450.4706 - Abandoning Plan of Merger; Procedure.

450.4706 Abandoning plan of merger; procedure. Sec. 706.  (1) Unless a plan of merger provides otherwise, at any time before the effective date of a certificate of merger, the merger may be abandoned in accordance with the procedure set forth in the plan of merger or, if no procedure to abandon the merger is set forth in the plan of merger, by the unanimous vote of the members entitled to vote in each domestic limited liability company that is a constituent entity, unless an operating agreement of a domestic limited liability company provides otherwise.  (2) If a certificate of merger has been filed by a constituent domestic limited liability company, it shall file a certificate of abandonment within 10 days after the abandonment but not later than the effective date of the certificate of merger. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1994, Act 410, Imd. Eff. Dec. 29, 1994 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
MI Comp L § 450.4707 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)|Article 7 - (450.4701...450.4709)|Section 450.4707 - Conversion of Domestic Partnership or Domestic Limited Partnership to Limited Liability Company.

450.4707 Conversion of domestic partnership or domestic limited partnership to limited liability company. Sec. 707.  (1) A domestic partnership or domestic limited partnership may convert to a limited liability company in accordance with this section.  (2) The terms and conditions of a conversion under this section shall be approved by the partners in the manner provided in the partnership agreement for amendments to the partnership agreement or, if no provision for amendments to the partnership agreement is made in the partnership agreement, by all of the partners.  (3) If a conversion under this section is approved, the converting partnership or limited partnership shall file both of the following:  (a) Articles of organization that comply with section 203.  (b) A certificate of conversion, stating the name of the partnership or limited partnership and the date it was formed. In the case of a limited partnership, the certificate of conversion shall include a statement that the certificate of limited partnership is canceled as of the effective date of the articles of organization.  (4) If a limited partnership converts to a limited liability company under this section, the certificate of limited partnership is canceled as of the effective date of the articles of organization.  (5) If a conversion under this section takes effect, the limited liability company is considered the same entity that existed before the conversion. All property and rights of the converting partnership or limited partnership remain vested in the converted limited liability company. All liabilities of the converting partnership or limited partnership continue as liabilities of the converted limited liability company. An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion under this section had not occurred. The liability, if any, of a general partner of the converting partnership or limited partnership for acts or omissions that occurred before a conversion under this section is not affected by a conversion under this section.  History: Add. 1997, Act 52, Imd. Eff. July 1, 1997
MI Comp L § 450.4801 (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 450.4801 - Dissolution and Winding Up; Conditions.

450.4801 Dissolution and winding up; conditions.Sec. 801.  A limited liability company is dissolved and its affairs shall be wound up when the first of the following occurs:  (a) Automatically, if a time specified in the articles of organization is reached.  (b) If a vote of the members or other event specified in the articles of organization or in an operating agreement takes place.  (c) The members entitled to vote unanimously vote for dissolution.  (d) Automatically, if a decree of judicial dissolution is entered.  (e) A majority of the organizers of the limited liability company vote for dissolution, if the limited liability company has not commenced business; has not issued any membership interests; has no debts or other liabilities; and has not received any payments, or has returned any payments it has received after deducting any amount disbursed for payment of expenses, for subscriptions for its membership interests. 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 § 450.4802 (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 450.4802 - Dissolution; Decree by Circuit Court.

450.4802 Dissolution; decree by circuit court. Sec. 802.  Upon application by or for a member, the circuit court for the county in which the registered office of a limited liability company is located may decree dissolution of the company whenever the company is unable to carry on business in conformity with the articles of organization or operating agreements. History: 1993, Act 23, Eff. June 1, 1993
MI Comp L § 450.4803 (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 450.4803 - Dissolution; Action by Attorney General; Grounds; Other Actions Not Excluded.

450.4803 Dissolution; action by attorney general; grounds; other actions not excluded.Sec. 803.  (1) The attorney general may bring an action in the circuit court for the county in which the registered office of a limited liability company is located for dissolution of the limited liability company on the ground that the company has committed any of the following acts:  (a) Procured its organization through fraud.  (b) Repeatedly and willfully exceeded the authority conferred on it by law.  (c) Repeatedly and willfully conducted its business in an unlawful manner.  (d) If the limited liability company is a low-profit limited liability company, ceased to meet any of the requirements described in section 102(m) and for 60 days after it ceased to meet those requirements failed to file a certificate of amendment amending its name to conform with the requirements of section 204.  (2) This section does not exclude any other statutory or common law action by the attorney general for dissolution of a limited liability company. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 2008, Act 567, Imd. Eff. Jan. 16, 2009
MI Comp L § 450.4804 (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 450.4804 - Certificate of Dissolution; Filing; Contents.

450.4804 Certificate of dissolution; filing; contents.Sec. 804.  (1) When it begins winding up its affairs, a limited liability company that dissolves under section 801(b) or (c) shall execute a certificate of dissolution as provided in section 103 and file the certificate with the administrator. The certificate of dissolution shall contain all of the following:  (a) The name of the limited liability company.  (b) The reason for the dissolution.  (c) The effective date of the dissolution if later than the date of filing of the certificate of dissolution.  (2) When it begins winding up its affairs, a limited liability company that dissolves under section 801(e) shall execute a certificate of dissolution as provided in section 103 and file the certificate with the administrator. The certificate of dissolution shall contain all of the following:  (a) The name of the limited liability company.  (b) A statement that includes all of the following:  (i) That the limited liability company has not commenced business, has not issued any membership interests, and has no debts or other liabilities.  (ii) That the limited liability company has not received any payments, or has returned any payments it has received after deducting any amount disbursed for payment of expenses, for subscriptions for its membership interests.  (iii) That a majority of the organizers of the limited liability company have approved the dissolution. 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 § 450.4805 (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 450.4805 - Winding Up by Managers, Members, or Circuit Court; Procedures; Right to Maintain Actions.

450.4805 Winding up by managers, members, or circuit court; procedures; right to maintain actions.Sec. 805.  (1) Except as otherwise provided in the articles of organization, an operating agreement, or this section, the members or managers that have not wrongfully dissolved a limited liability company may wind up the company's affairs, but the circuit court for the county in which the registered office is located may wind up the limited liability company's affairs on application of, and for good cause shown by, any member or legal representative or assignee of a member.  (2) The members or managers that are winding up a limited liability company's affairs shall continue to function, for the purpose of winding up, in accordance with the procedures established by this act, the articles of organization, and operating agreements, shall not be held to a greater standard of conduct than that described in section 404, and are not subject to any greater liabilities than would apply in the absence of dissolution.  (3) A dissolved limited liability company may sue and be sued in its name and process may issue by and against the company in the same manner as if dissolution had not occurred. An action brought by or against a limited liability company before its dissolution does not abate because of the dissolution. History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010
MI Comp L § 450.4806 (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 450.4806 - Dissolution; Notice to Existing Claimants; Contents; Validity of Claim Not Recognized; Claims Barred Under Certain Conditions; “Existing Claim” Defined; Effective Date of Notice.

450.4806 Dissolution; notice to existing claimants; contents; validity of claim not recognized; claims barred under certain conditions; “existing claim” defined; effective date of notice. Sec. 806.  (1) The dissolved limited liability company may notify its existing claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice shall include all of the following:  (a) A description of the information that must be included in a claim. The limited liability company may demand sufficient information to permit it to make a reasonable judgment whether the claim should be accepted or rejected.  (b) A mailing address where a claim may be sent.  (c) The deadline, which may not be less than 6 months after the effective date of the written notice, by which the dissolved limited liability company must receive the claim.  (d) A statement that the claim will be barred if not received by the deadline.  (2) The giving of notice provided for in subsection (1) does not constitute recognition that a person to whom the notice is directed has a valid claim against the limited liability company.  (3) A claim against the dissolved limited liability company is barred if either of the following applies:  (a) If a claimant who was given written notice under subsection (1) does not deliver the claim to the dissolved limited liability company by the deadline.  (b) If a claimant whose claim was rejected by a written notice of rejection by the dissolved limited liability company does not commence a proceeding to enforce the claim within 90 days after the effective date of the written notice of rejection.  (4) For purposes of this section and section 807, "existing claim" means any claim or right against the limited liability company, liquidated or unliquidated. "Existing claim" does not mean a contingent liability or a claim based on an event occurring after the effective date of dissolution.  (5) For purposes of this section, the effective date of the written notice is the earliest of the following:  (a) The date it is received.  (b) Five days after its deposit in the United States mail, as evidenced by the postmark, if it is mailed postpaid and correctly addressed.  (c) The date shown on the return receipt, if the notice is sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. History: 1993, Act 23, Eff. June 1, 1993
MI Comp L § 450.4807 (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 450.4807 - Dissolution; Publication of Notice; Requirements; Commencing Proceeding to Enforce Claims; Claimants With Known Existing Claims Not Receiving Notice.

450.4807 Dissolution; publication of notice; requirements; commencing proceeding to enforce claims; claimants with known existing claims not receiving notice. Sec. 807.  (1) A dissolved limited liability company may also publish notice of dissolution and request that persons with claims against the company present them in accordance with the notice.  (2) The notice shall be in accord with all the following:  (a) Be published 1 time in a newspaper of general circulation in the county in which the dissolved limited liability company's principal place of business, or if none in this state, its registered office, is or was located.  (b) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent. The limited liability company may demand sufficient information to permit it to make a reasonable judgment whether the claim should be accepted or rejected.  (c) State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within 1 year after the publication date of the newspaper notice.  (3) If the dissolved limited liability company publishes a newspaper notice in accordance with subsection (2), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within 1 year after the publication date of the newspaper:  (a) A claimant who did not receive written notice under section 806.  (b) A claimant whose claim was timely sent to the dissolved limited liability company but not acted on.  (c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.  (4) Notwithstanding subsection (3), a claimant having an existing claim known to the limited liability company at the time of publication in accordance with subsection (2) and who did not receive written notice under section 806 is not barred from suit until 6 months after the claimant has actual notice of the dissolution. History: 1993, Act 23, Eff. June 1, 1993