reglab/housing_qa huggingface dataset:
MI Comp L § 450.1288 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-2A - Chapter 2a Professional Corporations (450.1281...450.1289)|Section 450.1288 - Issuance of Capital Stock; Sale or Transfer of Shares; Voting Trust or Other Agreement; Redemption or Purchase of Shares.

450.1288 Issuance of capital stock; sale or transfer of shares; voting trust or other agreement; redemption or purchase of shares.Sec. 288.  (1) A professional corporation shall not issue any of its capital stock to anyone other than a person that is eligible to be a shareholder of the professional corporation under section 283(2). The uniform securities act (2002), 2008 PA 551, MCL 451.2101 to 451.2703, does not apply to the issuance or transfer by a professional corporation of its capital stock.  (2) Shares of a professional corporation shall not be sold or transferred to anyone other than a person that is eligible to be a shareholder of the professional corporation under section 283(2); to the personal representative or estate of a deceased or legally incompetent shareholder; or to a trust or split interest trust in which the trustee and the current income beneficiary are each eligible to be a shareholder of the professional corporation under section 283(2). The personal representative or estate of the shareholder may continue to own shares for a reasonable period but is not authorized to participate in any decisions concerning the providing of professional service by the professional corporation.  (3) Except as permitted under subsection (2), a shareholder of a professional corporation shall not enter into a voting trust agreement or any other type agreement that vests another person with the authority to exercise the voting power of any or all of his or her stock, unless that other person is eligible to be a shareholder of the professional corporation under section 283(2).  (4) The articles of incorporation, bylaws, or a contract may provide specifically for additional restrictions on the transfer of shares and may provide for the redemption or purchase of the shares by the professional corporation or its shareholders at prices and in a manner specifically set forth in the articles, bylaws, or contract. History: Add. 2012, Act 569, Imd. Eff. Jan. 2, 2013 ;-- Am. 2018, Act 85, Eff. June 24, 2018
MI Comp L § 450.1289 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-2A - Chapter 2a Professional Corporations (450.1281...450.1289)|Section 450.1289 - Professional Entity as Surviving Entity of Merger or Conversion.

450.1289 Professional entity as surviving entity of merger or conversion.Sec. 289.  (1) A professional corporation that is the surviving entity of a merger or conversion shall only have as shareholders licensed persons that are permitted to be shareholders under this chapter.  (2) A professional corporation organized to provide services in a learned profession may merge with, or convert into, only other corporations or entities whose shareholders, members, partners, and managers, following the merger or conversion as applicable, are licensed persons permitted to be shareholders under this chapter. History: Add. 2012, Act 569, Imd. Eff. Jan. 2, 2013
MI Comp L § 450.1301 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1301 - Issuance and Classes of Shares; Rights, Preferences, and Limitations.

450.1301 Issuance and classes of shares; rights, preferences, and limitations.Sec. 301.  (1) A corporation may issue the number of shares authorized in its articles of incorporation. The shares may be all of 1 class or may be designated and issued in 1 or more classes. Each class shall consist of shares having the designations and relative voting, distribution, dividend, liquidation, and other rights, preferences, and limitations, consistent with this act, as stated in the articles of incorporation. The articles of incorporation may deny, limit, or otherwise prescribe the voting rights and may limit or otherwise prescribe the distribution, dividend, or liquidation rights of shares of any class.  (2) If the shares are designated and issued in more than 1 class, the shares of each class shall be designated to distinguish them from the shares of any other classes.  (3) Subject to the designations, relative rights, preferences, and limitations applicable to separate series within a class of shares under section 302, each share shall be equal to every other share of the same class.  (4) Any of the voting, distribution, liquidation, or other rights, preferences, or limitations of a class or series may be made dependent upon facts or events ascertainable outside of the articles of incorporation or the resolution of the board adopted under section 302(3), if the manner in which the facts or events operate on the rights, preferences, or limitations is set forth in the articles of incorporation or board resolution. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2018, Act 85, Eff. June 24, 2018
MI Comp L § 450.1301a (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1301a - Amendment Deleting Reference to Par Value.

450.1301a Amendment deleting reference to par value. Sec. 301a.  The board by resolution may adopt and file an amendment of the articles of incorporation deleting any reference to par value. History: Add. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1303 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1303 - Convertible Shares and Bonds; Increase in Shares to Satisfy Conversion Privileges.

450.1303 Convertible shares and bonds; increase in shares to satisfy conversion privileges. Sec. 303.  (1) If the articles of incorporation provide, subject to restrictions in section 304, a corporation may issue shares convertible at the option of the holder or the corporation or upon the happening of a specified event into shares of any class, into shares of any series of any class, or into bonds. Shares may be converted into bonds only if the corporation could at the time of conversion have purchased, redeemed, or otherwise acquired the shares by issuing the bonds under the restrictions of section 345. Authorized shares, issued or unissued, may be made convertible as provided in this subsection within the period and upon terms and conditions authorized in the articles of incorporation.   (2) Unless otherwise provided in the articles of incorporation, and subject to the restrictions of section 304, a corporation may issue its bonds convertible at the option of the holder into other bonds or into shares of the corporation within the period and upon terms and conditions as fixed by the board.  (3) If there is shareholder approval for the issue of bonds or shares convertible into shares of the corporation, the approval may provide that the board is authorized by amendment of the articles of incorporation to increase the authorized shares of any class or series to the number that will be sufficient, when added to the previously authorized but unissued shares of the class or series, to satisfy the conversion privileges of any bonds or shares convertible into shares of the class or series. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1973, Act 98, Imd. Eff. Aug. 8, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
MI Comp L § 450.1304 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1304 - Convertible Shares and Bonds; Conditions to Issuance; Disposition of Convertible Bonds or Shares.

450.1304 Convertible shares and bonds; conditions to issuance; disposition of convertible bonds or shares. Sec. 304.  (1) Bonds or shares convertible into shares of a corporation shall not be issued unless 1 of the following conditions is satisfied:  (a) A sufficient number of authorized but unissued shares of the appropriate class or series are reserved by the board to be issued only in satisfaction of the conversion privileges of the convertible bonds or shares when issued.  (b) The aggregate conversion privileges of the convertible bonds or shares when issued do not exceed the aggregate of any shares reserved under subdivision (a) and any additional shares which may be authorized by the board under subsection (3) of section 303.  (2) Bonds which have been converted shall be canceled. Shares which have been converted shall be restored to the status of authorized but unissued shares, unless otherwise provided in the articles of incorporation. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1304a (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1304a - Redeemable Shares.

450.1304a Redeemable shares. Sec. 304a.  The articles of incorporation may provide for 1 or more classes or series of shares which are redeemable, in whole or in part, at the option of the shareholder, the corporation, or upon the happening of a specified event. Subject to restrictions imposed by section 345, the shares may be redeemable in cash, bonds, securities, or other property at prices, within the periods, and under conditions as are stated in the articles. History: Add. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1305 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1305 - Subscription for Shares.

450.1305 Subscription for shares. Sec. 305.  (1) A subscription for shares made before or after organization of a corporation is not enforceable unless in writing and signed by the subscriber.  (2) A subscription for shares of a corporation to be organized is irrevocable and may be accepted by the corporation for a period of 6 months, unless otherwise provided by the subscription agreement or unless all the subscribers consent to its revocation.  (3) A contract with a corporation to purchase its shares to be issued is a subscription agreement and not an executory contract to purchase shares, unless otherwise provided in the contract. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1306 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1306 - Subscription for Shares; Payment; Call; Security Interest.

450.1306 Subscription for shares; payment; call; security interest. Sec. 306.  (1) Unless otherwise provided in the subscription agreement:  (a) A subscription for shares made before or after organization of a corporation shall be paid in full at the time, or in installments and at the times, as shall be determined by the board.  (b) A call made by the board for payment on subscriptions shall be ratable as to all shares of the same class or as to all shares of the same series.  (c) A corporation may retain a security interest in any shares as security for performance by the subscriber of his or her obligations under a subscription agreement and subject to the power of sale or rescission upon default provided in section 307.  History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1307 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1307 - Subscription Agreement; Default in Payment; Rights and Duties of Corporation.

450.1307 Subscription agreement; default in payment; rights and duties of corporation. Sec. 307.  (1) In case of default in payment of an installment or call or other amount due under a subscription agreement, including an amount which may become due as a result of a default in performance of any provision of a subscription agreement, the corporation has the following rights and duties:  (a) It may collect the amount due in the same manner as any other debt owing to it. At any time before full satisfaction of the claim or a judgment, it may proceed as provided in subdivision (b).  (b) It may sell the shares in any reasonable manner. Notice of the time and place of a public sale or of the time after which a private sale may be had, together with a statement of the amount due upon each share, shall be given in writing to the subscriber personally or by registered or certified mail at least 20 days before any time stated in the notice. Any excess of net proceeds realized over the amount due plus interest shall be paid to the subscriber. If the sale is made in good faith, in a reasonable manner and upon notice, the corporation may recover the difference between the amount due plus interest and the net proceeds of the sale. A good faith purchaser for value acquires title to the sold shares free of any right of the subscriber even though the corporation fails to comply with 1 or more of the requirements of this subdivision.  (c) It may rescind the subscription, with the effect provided in section 308, and may recover damages for breach of contract. Unless special circumstances show proximate damages of a different amount, the measure of damages shall be the difference between the market price at the time and place of tender of the shares and the unpaid contract price. Liquidated damages may be provided for in the subscription agreement. The subscriber may have restitution of the amount by which the sum of his or her payments exceeds the corporation's damages for breach of contract, whether fixed by agreement or judgment.  (2) The rights and duties set forth in this section shall be interpreted as cumulative so far as is consistent with entitling the corporation to a full and single recovery of the amount due or its damages. The subscription agreement may limit the rights and remedies of the corporation set forth in this section, and may add to them so far as is consistent with this subsection. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1308 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1308 - Cancellation of Shares Upon Rescission of Subscription.

450.1308 Cancellation of shares upon rescission of subscription. Sec. 308.  Rescission by a corporation of a subscription under which a part of the shares subscribed for have been issued and in which the corporation retains a security interest, as provided in subdivision (c) of section 306, effects the cancellation of such shares. History: 1972, Act 284, Eff. Jan. 1, 1973
MI Comp L § 450.1311, 450.1313 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1311, 450.1313 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1311, 450.1313 Repealed. 1989, Act 121, Eff. Oct. 1, 1989. Compiler's Notes: The repealed sections pertained to consideration for issuance of shares.
MI Comp L § 450.1314 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1314 - Reservation of Powers to Shareholders; Consideration for Authorized Issuance of Shares; Determination of Adequacy; Shares Fully Paid and Nonassessable; Rights and Privileges of Subscriber.

450.1314 Reservation of powers to shareholders; consideration for authorized issuance of shares; determination of adequacy; shares fully paid and nonassessable; rights and privileges of subscriber. Sec. 314.  (1) The powers granted in this section to the board may be reserved to the shareholders by the articles of incorporation.  (2) The board may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including but not limited to cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.  (3) A determination by the board that the consideration received or to be received for shares to be issued is adequate is conclusive insofar as the nature and amount of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.  (4) When the corporation receives the consideration for which the board authorized the issuance of shares, the shares issued are fully paid and nonassessable and the subscriber has all the rights and privileges of a holder of the shares. History: Add. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1315 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1315 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1315 Repealed. 1989, Act 121, Eff. Oct. 1, 1989. Compiler's Notes: The repealed section pertained to payment of consideration for issuance of shares.
MI Comp L § 450.1317 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1317 - Liability of Purchaser, Holder, Subscriber, Assignee, Transferee, Pledgee, or Shareholder.

450.1317 Liability of purchaser, holder, subscriber, assignee, transferee, pledgee, or shareholder. Sec. 317.  (1) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were to be issued.  (2) A person holding stock in a fiduciary or representative capacity is not personally liable to the corporation as the holder of or subscriber for shares of a corporation but the estate and funds in his or her hands are liable to the corporation.  (3) A person becoming an assignee, transferee, or pledgee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration has not been paid is not liable to the corporation or its creditors for any unpaid portion of the consideration, but the original holder or subscriber and any assignee or transferee before an assignment or transfer to a person taking in good faith and without knowledge or notice remains liable.  (4) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he or she may become personally liable by reason of his or her own acts or conduct. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1321 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1321 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1321 Repealed. 1989, Act 121, Eff. Oct. 1, 1989. Compiler's Notes: The repealed section pertained to rights or options to purchase shares.
MI Comp L § 450.1327 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1327 - Expenses of Organization and Reorganization; Expenses of Sale or Underwriting of Shares.

450.1327 Expenses of organization and reorganization; expenses of sale or underwriting of shares. Sec. 327.  The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by the corporation out of the consideration received by it in payment for its shares without thereby rendering the shares not fully paid or assessable. History: 1972, Act 284, Eff. Jan. 1, 1973
MI Comp L § 450.1331 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1331 - Share Certificates.

450.1331 Share certificates. Sec. 331.  Except as provided in section 336, the shares of a corporation shall be represented by certificates which shall be signed by the chairperson of the board, vice-chairperson of the board, president or a vice-president and which also may be signed by another officer of the corporation. The certificate may be sealed with the seal of the corporation or a facsimile of the seal. The signatures of the officers may be facsimiles. If an officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be an officer before the certificate is issued, it may be issued by the corporation with the same effect as if he or she were the officer at the date of issue. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1994, Act 318, Imd. Eff. Oct. 6, 1994
MI Comp L § 450.1332 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392)|Section 450.1332 - Share Certificates; Contents.

450.1332 Share certificates; contents. Sec. 332.  (1) A certificate representing shares shall state upon its face all of the following:  (a) That the corporation is formed under the laws of this state.  (b) The name of the person to whom issued.  (c) The number and class of shares, and the designation of the series, if any, which the certificate represents.  (2) A certificate representing shares issued by a corporation which is authorized to issue shares of more than 1 class shall set forth on its face or back or state on its face or back that the corporation will furnish to a shareholder upon request and without charge a full statement of the designation, relative rights, preferences, and limitations of the shares of each class authorized to be issued, and if the corporation is authorized to issue any class of shares in series, the designation, relative rights, preferences, and limitations of each series so far as the same have been prescribed and the authority of the board to designate and prescribe the relative rights, preferences, and limitations of other series. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1973, Act 98, Imd. Eff. Aug. 8, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989