reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2012 - Activities Not Constituting Transaction of Business; Applicability of Section.

450.2012 Activities not constituting transaction of business; applicability of section.
Sec. 1012.
(1) Without excluding other activities which may not constitute transacting business in this state, a foreign corporation is not considered to be transacting business in this state, for the purposes of this act, solely 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 the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.
(c) Maintaining bank accounts.
(d) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories 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 one in the course of repeated transactions of like nature.
(k) Transacting business in interstate commerce.
(2) This section does not apply in determining the contacts or activities which may subject a foreign corporation to service of process or taxation in this state or to regulation under any other act of this state.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1973, Act 98, Imd. Eff. Aug. 8, 1973 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2013 - Loans.

450.2013 Loans.
Sec. 1013.
A foreign corporation may acquire or, through another person entitled to transact business in this state, may make loans, or participations or interests therein, insured or guaranteed in whole or in part by the federal housing administration or the veterans' administration or a successor or similar agency of the federal government, which are secured in whole or in part by mortgages of real property located in this state, and a foreign corporation may purchase a loan, or participation or interest therein, secured in whole or in part by a mortgage of real property located in this state, without maintaining authority to transact business in this state under this act or any other law of this state relating to such qualification or authority and without paying fees with respect thereto. Neither the failure, heretofore or hereafter, of such a foreign corporation to qualify or maintain authority to transact business in this state under this act or any such other law of this state nor its failure, heretofore or hereafter, to pay fees with respect thereto affects or impairs its ownership of such loans or participations or interests therein, whether heretofore or hereafter made or acquired, or its right to collect and service the same through another person entitled to transact business in this state, or its right to enforce the same or to acquire, hold, protect, convey, lease and otherwise contract and deal with respect to the property mortgaged as security therefor.
History:
1972, Act 284, Eff. Jan. 1, 1973
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2014 - Applicability of MCL 450.2001 to 450.2055.

450.2014 Applicability of MCL 450.2001 to 450.2055.
Sec. 1014.
(1) Sections 1001 through 1055 shall apply to all of the following:
(a) A foreign corporation organized not for pecuniary profit.
(b) A foreign joint stock company.
(c) A foreign common law or statutory trust, by whatever term or designation known, having any of the powers or privileges of a corporation not possessed by an individual or partnership.
(2) Sections 1001 through 1055 shall not apply to either of the following:
(a) A foreign corporation permitted to do business in this state by license issued by the commissioner of insurance according to the provisions of law.
(b) The government of any state or political subdivision of the state or of the United States or of any foreign nation or any political subdivision of the United States or a foreign nation, or any corporation organized as an instrumentality of the government of any of the foregoing.
History:
Add. 1973, Act 98, Imd. Eff. Aug. 8, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2015 - Certificate of Authority to Transact Business; Application; Filing; Contents.

450.2015 Certificate of authority to transact business; application; filing; contents.
Sec. 1015.
To procure a certificate of authority to transact business in this state, a foreign corporation shall file with the administrator an application setting forth all of the following:
(a) The name of the corporation and the jurisdiction of its incorporation.
(b) The date of incorporation and the period of duration of the corporation.
(c) The street address, and the mailing address if different from the street address, of its main business or headquarters office.
(d) The street address of its registered office in this state, the mailing address if different from the street address, and the name of its resident agent in this state at the address, together with a statement that the resident agent is an agent of the corporation upon whom process against the corporation may be served.
(e) The character of the business it is to transact in this state, together with a statement that it is authorized to transact such business in the jurisdiction of its incorporation.
(f) Any additional information as the administrator may require in order to determine whether the corporation is entitled to a certificate of authority to transact business in this state and to determine the fees and taxes prescribed by law.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1973, Act 98, Imd. Eff. Aug. 8, 1973 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2016 - Foreign Corporation; Application; Attaching Certificate of Good Standing; Fees; Issuance of Certificate of Authority; Duration of Authority.

450.2016 Foreign corporation; application; attaching certificate of good standing; fees; issuance of certificate of authority; duration of authority.
Sec. 1016.
(1) A certificate setting forth that the corporation is in good standing under the laws of the jurisdiction of its incorporation, executed by the official of the jurisdiction who has custody of the records pertaining to corporations and dated not earlier than 30 days before filing of the application, shall be attached to the application of a foreign corporation. If the certificate is in a foreign language, a translation of the certificate under oath of the translator shall be attached to the certificate.
(2) Upon filing of the application, accompanied by the filing and franchise fees prescribed by law, the administrator shall issue to the foreign corporation a certificate of authority to transact business in this state. Upon the issuance of a certificate of authority, the foreign corporation is authorized to transact in this state any business of the character set forth in its application, which a domestic corporation formed under this act may lawfully transact. The authority continues so long as the foreign corporation retains its authority to transact such business in the jurisdiction of its incorporation and its authority to transact business in this state has not been surrendered, suspended, or revoked.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2023 - Repealed. 1993, Act 91, Eff. Oct. 1, 1993.

450.2023 Repealed. 1993, Act 91, Eff. Oct. 1, 1993.
Compiler's Notes:
The repealed section pertained to increase by foreign corporation of authorized stock attributable to state.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2031 - Application for Withdrawal From State.

450.2031 Application for withdrawal from state.
Sec. 1031.
A foreign corporation authorized to transact business in this state may withdraw from this state upon receiving from the administrator a certificate of withdrawal. The foreign corporation shall file an application for withdrawal setting forth:
(a) The name of the corporation and the jurisdiction of its incorporation.
(b) That the corporation is not transacting business in this state.
(c) That the corporation surrenders its authority to transact business in this state.
History:
1972, Act 284, Eff. Jan. 1, 1973
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2032 - Issuance and Effect of Certificate of Withdrawal.

450.2032 Issuance and effect of certificate of withdrawal.
Sec. 1032.
Upon filing the application for withdrawal, and payment of the filing fee prescribed by law, the administrator shall issue to the foreign corporation a certificate of withdrawal, and the following shall occur:
(a) The authority of the foreign corporation to transact business in this state shall cease.
(b) The authority of its resident agent in this state to accept service of process against the foreign corporation is revoked.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2035 - Information Required to Be Filed on Dissolution, Termination, Merger, Conversion, or Consolidation; Assessment of Unpaid Fees; Certificate of Withdrawal; "Business Organization" Defined.

450.2035 Information required to be filed on dissolution, termination, merger, conversion, or consolidation; assessment of unpaid fees; certificate of withdrawal; "business organization" defined.
Sec. 1035.
(1) If a foreign corporation authorized to transact business in this state is dissolved, or its authority or existence is otherwise terminated or canceled in the jurisdiction of its incorporation, or it is merged into, converted into, or consolidated with another corporation or business organization, it shall file with the administrator any information the administrator requires to determine and assess any unpaid fees payable by the foreign corporation as required by law and either of the following:
(a) A certificate of the official of the jurisdiction of incorporation of the foreign corporation who has custody of the records pertaining to corporations, evidencing the occurrence of the event.
(b) A certified copy of an order or judgment of a court of competent jurisdiction directing dissolution of the foreign corporation, the termination of its existence, or the cancellation of its authority.
(2) If a certificate, order, or judgment described in subsection (1) is filed and the filing fee prescribed by law is paid, the administrator shall issue a certificate of withdrawal that has the same effect as provided under section 1032.
(3) As used in this section, "business organization" means that term as defined in section 736(1).
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 2012, Act 569, Imd. Eff. Jan. 2, 2013
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2041 - Certificate of Authority; Grounds for Revocation.

450.2041 Certificate of authority; grounds for revocation.
Sec. 1041.
Subject to section 1042, in addition to any other ground for revocation provided by law, the administrator may revoke the certificate of authority of a foreign corporation to transact business in this state on any of the following grounds:
(a) The corporation fails to maintain a resident agent in this state as required under this act.
(b) The corporation, after changing its registered office or resident agent, fails to file a statement of the change as required under this act.
(c) The corporation fails to file an amended application as required under this act.
(d) The corporation, after becoming the survivor to a merger or conversion, fails to file the certificate attesting to the occurrence of the merger or conversion as required under this act.
(e) The corporation fails to file its annual report within the time required under this act, or fails to pay an annual filing fee required under this act.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1973, Act 98, Imd. Eff. Aug. 8, 1973 ;-- Am. 1974, Act 303, Imd. Eff. Oct. 21, 1974 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2012, Act 569, Imd. Eff. Jan. 2, 2013
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2042 - Certificate of Authority; Revocation; Notice; Certificate of Revocation; Effect.

450.2042 Certificate of authority; revocation; notice; certificate of revocation; effect.
Sec. 1042.
(1) The administrator shall revoke a certificate of authority of a foreign corporation only if he or she has given the foreign corporation at least 90 days' notice, by mail or by electronic transmission under subsection (2), that a default under section 1041 exists and that he or she will revoke its certificate of authority unless the default is cured within 90 days after the notice is mailed or electronically transmitted, and the corporation fails within the 90-day period to cure the default.
(2) The administrator may electronically transmit a notice described in subsection (1) to the resident agent of the corporation in the manner authorized by the corporation.
(3) If he or she revokes a certificate of authority under this section, the administrator shall issue a certificate of revocation and shall mail, or, if authorized by the corporation, may electronically transmit, a copy of the certificate of revocation to the resident agent of the corporation.
(4) Issuing the certificate of revocation has the same force and effect as issuing a certificate of withdrawal under section 1031.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1974, Act 303, Imd. Eff. Oct. 21, 1974 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2018, Act 85, Eff. June 24, 2018
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2051 - Action or Proceeding by or Against Foreign Corporation Without Certificate of Authority; Order of Dismissal; Recommencement of Action; Validity of Corporate Contracts or Acts.

450.2051 Action or proceeding by or against foreign corporation without certificate of authority; order of dismissal; recommencement of action; validity of corporate contracts or acts.
Sec. 1051.
(1) A foreign corporation transacting business in this state without a certificate of authority shall not maintain an action or proceeding in any court of this state until the corporation has obtained a certificate of authority. An action commenced by a foreign corporation having no certificate of authority shall not be dismissed if a certificate of authority has been obtained before the order of dismissal. Any such order of dismissal shall be without prejudice to the recommencement of such action or proceeding by the foreign corporation after it obtains a certificate of authority. This prohibition applies to:
(a) A successor in interest of the foreign corporation, except a receiver, trustee in bankruptcy, or other representative of creditors of the corporation.
(b) An assignee of the foreign corporation, except an assignee for value who accepts an assignment without knowledge that the foreign corporation should have but has not obtained a certificate of authority in this state.
(2) Failure of a foreign corporation to obtain a certificate of authority to transact business in this state does not impair the validity of a contract or act of the corporation, and does not prevent the corporation from defending an action or proceeding in a court of this state.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2055 - Penalty for Transacting Business Without Certificate of Authority.

450.2055 Penalty for transacting business without certificate of authority.
Sec. 1055.
In addition to any other liability imposed by law, a foreign corporation transacting business in this state without a certificate of authority shall forfeit to the state a penalty of not less than $100.00, nor more than $1,000.00, for each calendar month, not more than 5 years prior thereto, in which it has transacted business in this state without a certificate of authority. This penalty shall not exceed $10,000.00. The penalty shall be recovered with costs in an action prosecuted by the attorney general.
History:
1972, Act 284, Eff. Jan. 1, 1973
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2056 - Registration of Corporate Name by Foreign Corporation Not Authorized to Transact Business in State; Filing; Duration; Notice; Renewal.

450.2056 Registration of corporate name by foreign corporation not authorized to transact business in state; filing; duration; notice; renewal.
Sec. 1056.
(1) Any foreign corporation that is not authorized to transact business in this state and is not required to be authorized to transact business in this state may register its corporate name under this act, if permissible under section 212.
(2) A foreign corporation shall register its corporate name under this section by filing all of the following in the office of the administrator:
(a) An application for registration executed on behalf of the corporation, that includes the name and the mailing address of the corporation, the jurisdiction of its incorporation, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engaged.
(b) A certificate that is dated not earlier than 30 days before filing of the application, stating that the corporation is in good standing under the laws of the jurisdiction of its incorporation, executed by the office of the jurisdiction that has custody of the records pertaining to corporations.
(3) Unless sooner terminated by the filing of a certificate of termination, the registration of the corporate name of a foreign corporation is effective until the close of the calendar year in which the application for registration is filed. However, a registration filed after September 30 of a year expires at the end of the following calendar year. The administrator shall notify the corporation of the impending expiration at least 90 days before the expiration of the registration. The administrator may electronically transmit the notification to the resident agent of the corporation in the manner authorized by the corporation. A foreign corporation that has in effect a registration of its corporate name may renew the registration from year to year by filing annually an application for renewal and a certificate of good standing as required for the original registration. A renewal application may be filed between October 1 and December 31 in each year, and shall extend the registration for the following calendar year.
History:
Add. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 2018, Act 85, Eff. June 24, 2018
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2061 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.2061 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to franchise fee for nonprofit corporations.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2063 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.2063 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to valuation of shares without par value as basis for franchise fees.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2064 - “Regulated Investment Company” Defined.

450.2064 “Regulated investment company” defined.
Sec. 1064.
A regulated investment company, for purposes of this act, means any domestic or foreign corporation or association, common law or statutory trust, under whatever authority organized, which for any taxable year or period for purposes of federal income tax is registered and regulated under the investment company act of 1940, title I of chapter 686, 54 Stat. 789 and which for such taxable year or period is classified as a regulated investment company as defined in part 1 of subchapter M of chapter 1 of the internal revenue code, 26 U.S.C. 851 to 855.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2098 - Repeals.

450.2098 Repeals.
Sec. 1098.
The following acts and parts of acts are repealed:
(a) Act No. 226 of the Public Acts of 1885, being sections 450.351 to 450.354 of the Compiled Laws of 1948.
(b) Sections 1 to 61, 65 to 80, 82 to 91a and 187b of Act No. 327 of the Public Acts of 1931, as amended, being sections 450.1 to 450.61, 450.65 to 450.80, 450.82 to 450.91a and 450.187b of the Compiled Laws of 1948.
(c) Act No. 16 of the Public Acts of the Extra Session of 1932, being sections 450.361 to 450.363 of the Compiled Laws of 1948.
(d) Act No. 48 of the Public Acts of 1947, as amended, being sections 450.431 and 450.432 of the Compiled Laws of 1948.
(e) Section 2908 of Act No. 236 of the Public Acts of 1961, being section 600.2908 of the Compiled Laws of 1948.
(f) Sections 1 to 3(b) of Act No. 85 of the Public Acts of 1921, as amended, being sections 450.301 to 450.303b of the Compiled Laws of 1948.
History:
1972, Act 284, Eff. Jan. 1, 1973
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2099 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.2099 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to effective date of act.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2101 - Short Title.

450.2101 Short title.
Sec. 101.
This act shall be known and may be cited as the "nonprofit corporation act".
History:
1982, Act 162, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2103 - Construction and Application of Act.

450.2103 Construction and application of act.
Sec. 103.
This act shall be liberally construed and applied to promote its underlying purposes and policies which include all of the following:
(a) To simplify, clarify, and modernize the law governing nonprofit corporations.
(b) To provide a general corporate form for the conduct or promotion of lawful nonprofit activities or purposes, with any variations and modifications from the form as interested parties in any corporation may agree on, subject only to overriding interests of this state and of third parties.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2104 - Definitions Generally.

450.2104 Definitions generally.
Sec. 104.
The definitions contained in sections 105 to 110 shall control the interpretation of this act, unless the context otherwise requires.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2105 - Definitions; A, B.

450.2105 Definitions; A, B.
Sec. 105.
(1) "Administrator" means the director of the department or his or her designated representative.
(2) "Articles of incorporation" includes any of the following:
(a) The original articles of incorporation or any other instrument filed or issued under any statute to organize a domestic or foreign corporation, as amended, supplemented, or restated by certificates of amendment, merger, conversion, or consolidation, or other certificates or instruments filed or issued under any statute.
(b) A special act or charter creating a domestic or foreign corporation, as amended, supplemented, or restated.
(3) "Authorized shares" means shares of all classes that a corporation is authorized to issue.
(4) "Ballot" means an instrument in written or electronic form that is designed to record the vote or votes of shareholders or members under section 408 or section 409 or at a meeting of the shareholders or members.
(5) "Board" means board of directors or trustees or other governing board of a corporation.
(6) "Bonds" includes secured and unsecured bonds, debentures, and notes.
(7) "Business corporation" or "domestic business corporation" means a corporation for profit formed under the business corporation act, or existing on January 1, 1973 and formed before January 1, 1973 under any other statute of this state for a purpose for which a corporation for profit may be organized under that statute.
(8) "Business corporation act" means the business corporation act, 1972 PA 284, MCL 450.1101 to 450.2098.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2106 - Definitions; C to E.

450.2106 Definitions; C to E.
Sec. 106.
(1) "Charitable purpose corporation" means a domestic corporation that meets any of the following:
(a) Is recognized by the United States internal revenue service as exempt or qualifies for exemption under section 501(c)(3) of the internal revenue code of 1986, 26 USC 501.
(b) Is a corporation whose purposes, structure, and activities are exclusively those that are described in section 501(c)(3) of the internal revenue code of 1986, 26 USC 501.
(c) Is a corporation organized or held out to be organized exclusively for 1 or more charitable purposes.
(2) "Corporation" or "domestic corporation" means a nonprofit corporation formed under this act, or formed under any other statute of this state and subject to this act under section 121 or 123 or under any other section of this act.
(3) "Department" means the department of licensing and regulatory affairs.
(4) "Director" means an individual who is a member of the board of a corporation. The term is synonymous with "trustee" of a corporation or other similar designation.
(5) "Distribution" means a direct or indirect transfer of money or other property, except the corporation's shares or memberships, or debt incurred by the corporation to or for the benefit of its shareholders or members in connection with the corporation's shares or memberships. A distribution may be in the form of a dividend, a purchase, redemption or other acquisition of shares or memberships, an issuance of indebtedness, the conversion of stock or membership in the corporation to bonds or other indebtedness, or any other declaration or payment to or for the benefit of the shareholders or members.
(6) "Electronic transmission" or "electronically transmitted" means any form of communication that meets all of the following:
(a) It does not directly involve the physical transmission of paper.
(b) It creates a record that may be retained and retrieved by the recipient.
(c) It may be directly reproduced in paper form by the recipient through an automated process.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2008, Act 9, Imd. Eff. Feb. 29, 2008 ;-- Am. 2008, Act 222, Imd. Eff. July 16, 2008 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2107 - Definitions; F.

450.2107 Definitions; F.
Sec. 107.
(1) "Foreign business corporation" means a corporation for profit that is formed under laws other than the laws of this state, that includes in its purposes a purpose for which a corporation may be formed under the business corporation act.
(2) "Foreign corporation" means a nonprofit corporation formed under laws other than the laws of this state, if its purpose or purposes are a purpose or purposes for which a corporation may be formed under this act.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2108 - Definitions; M to P.

450.2108 Definitions; M to P.
Sec. 108.
(1) "Member" means a person that has a membership in a corporation in accordance with the provisions of its articles of incorporation or bylaws.
(2) "Nonprofit corporation" means a corporation incorporated to carry out any lawful purpose or purposes that does not involve pecuniary profit or gain for its directors, officers, shareholders, or members.
(3) "Person" means an individual, a partnership, a domestic corporation, a domestic business corporation, a foreign corporation, a foreign business corporation, a limited liability company, or any other association, corporation, trust, or legal entity.
(4) "Predecessor act" means an act or part of an act repealed by this act, or an act or part of an act repealed by an act that this act repeals.
(5) "Private foundation" means a tax exempt corporation described in section 501(c)(3) of the internal revenue code of 1986, 26 USC 501, that is classified as a private foundation under section 509(a) of the internal revenue code of 1986, 26 USC 509.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 1987, Act 170, Eff. Jan. 1, 1988 ;-- Am. 1990, Act 39, Imd. Eff. Mar. 29, 1990 ;-- Am. 1993, Act 129, Imd. Eff. July 22, 1993 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2109 - Definitions; S.

450.2109 Definitions; S.
Sec. 109.
(1) "Shareholder" means a person that holds shares of a domestic corporation, foreign corporation, domestic business corporation, or foreign business corporation.
(2) "Shares" means the units into which interests of shareholders in a domestic corporation, foreign corporation, domestic business corporation, or foreign business corporation are divided.
(3) "Services in a learned profession" means services provided by a dentist, an osteopathic physician, a physician, a surgeon, a doctor of divinity or other clergy, or an attorney at law.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2110 - Definitions; V.

450.2110 Definitions; V.
Sec. 110.
(1) "Volunteer" means an individual who performs services for a corporation, other than services as a volunteer director, who does not receive compensation or any other type of consideration for the services other than reimbursement for expenses actually incurred.
(2) "Volunteer director" means a director who does not receive anything of more than nominal value from the corporation for serving as a director other than reasonable per diem compensation and reimbursement for actual, reasonable, and necessary expenses incurred by a director in his or her capacity as a director.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 1987, Act 170, Eff. Jan. 1, 1988 ;-- Am. 1990, Act 39, Imd. Eff. Mar. 29, 1990 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2121 - Corporations to Which Act Applicable; Corporation Formed Under Predecessor Act.

450.2121 Corporations to which act applicable; corporation formed under predecessor act.
Sec. 121.
(1) Except as otherwise provided in this act or by other law, this act applies to all of the following:
(a) Every domestic corporation formed under this act or under a predecessor act, for a purpose or purposes for which a corporation might be formed under this act.
(b) Every foreign corporation that is authorized to or does conduct affairs in this state except as otherwise provided under this act or another statute.
(c) Any other domestic corporation or foreign corporation that is not formed under this act to the extent, if any, provided under section 123 or any other provision of this act or under a provision of any law governing that domestic or foreign corporation.
(2) A corporation formed under or subject to a predecessor act is subject to this act except to the extent that this act conflicts with the articles and bylaws of the corporation lawfully made under the predecessor act. The corporation may amend its articles and bylaws to bring itself in conformity with this act.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2122 - Statutory Reference to Repealed Act as Reference to This Act; Statutes Inapplicable to Domestic Corporation; Uniform Voidable Transactions Act Inapplicable to Distributions.

450.2122 Statutory reference to repealed act as reference to this act; statutes inapplicable to domestic corporation; uniform voidable transactions act inapplicable to distributions.
Sec. 122.
(1) A reference in any statute of this state to parts of any act that are repealed by this act is considered to be a reference to this act, unless the context requires otherwise.
(2) The following statutes do not apply to a domestic corporation:
(a) 1846 RS 55, MCL 450.504 to 450.525.
(b) 1955 PA 156, MCL 450.701 to 450.704.
(3) The uniform voidable transactions act, 1998 PA 434, MCL 566.31 to 566.45, does not apply to distributions permitted under this act.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015 ;-- Am. 2016, Act 554, Eff. Apr. 10, 2017
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2123 - Applicability to Corporation Formed Under Other Act Not Repealed by This Act; Organizations to Which Act Inapplicable.

450.2123 Applicability to corporation formed under other act not repealed by this act; organizations to which act inapplicable.
Sec. 123.
(1) Subject to subsection (3), unless otherwise provided in, and to the extent not inconsistent with, the act under which a corporation is or has been formed, this act applies to a corporation that is or has been formed under an act other than this act and not repealed by this act.
(2) A corporation described in subsection (1) includes, but is not limited to, any of the following:
(a) A cooperative corporation classified as a nonprofit corporation under section 98 of 1931 PA 327, MCL 450.98.
(b) A secret society or lodge.
(c) A trustee corporation that holds property for charitable, religious, benevolent, educational, or other public benefit purposes.
(d) A church trustee corporation.
(e) An educational corporation that is organized as a trustee corporation or a nonprofit corporation.
(f) An ecclesiastical corporation.
(g) A public building corporation.
(h) A street railway under the nonprofit street railway act, 1867 PA 35, MCL 472.1 to 472.27.
(3) Except as provided in subsection (2)(h), this act does not apply to insurance or surety companies, credit unions, savings and loan associations, fraternal benefit societies, railroad, bridge, or tunnel companies, union depot companies, or banking corporations.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 1990, Act 39, Imd. Eff. Mar. 29, 1990 ;-- Am. 2008, Act 482, Imd. Eff. Jan. 12, 2009 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2124 - Requirements of Other Acts Not Modified; Compliance; Inconsistency Between Acts.

450.2124 Requirements of other acts not modified; compliance; inconsistency between acts.
Sec. 124.
(1) This act does not modify the requirements of the following:
(a) The supervision of trustees for charitable purposes act, 1961 PA 101, MCL 14.251 to 14.266.
(b) 1965 PA 169, MCL 450.251 to 450.253.
(c) The charitable organizations and solicitations act, 1975 PA 169, MCL 400.271 to 400.294.
(d) The uniform prudent management of institutional funds act.
(e) The career development and distance learning act, 2002 PA 36, MCL 390.1571 to 390.1579.
(2) A corporation subject to 1 or more of the acts listed in subsection (1) shall comply with those acts and shall comply with this act. If there is any inconsistency between those acts and this act, those acts shall control.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2002, Act 33, Imd. Eff. Mar. 7, 2002 ;-- Am. 2009, Act 88, Imd. Eff. Sept. 10, 2009
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2125 - Applicability to Commerce With Foreign Nations and Among Several States, and to Corporations Formed by Act of Congress.

450.2125 Applicability to commerce with foreign nations and among several states, and to corporations formed by act of congress.
Sec. 125.
This act applies to commerce with foreign nations and among the several states and to corporations formed by or under any act of congress, only to the extent permitted under the constitution and laws of the United States.
History:
1982, Act 162, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2127 - Effect of Act on Existing Corporation, Cause of Action, Liability, Penalty, Action, or Special Proceeding.

450.2127 Effect of act on existing corporation, cause of action, liability, penalty, action, or special proceeding.
Sec. 127.
(1) Except as provided in section 261(3), this act does not affect the duration of a corporation which exists on the effective date of this act. An existing corporation and its shareholders, members, directors, and officers have the same rights and are subject to the same limitations, restrictions, liabilities, and penalties as a corporation formed under this act, and its shareholders, members, directors, and officers.
(2) This act does not affect a cause of action, liability, penalty, or action or special proceeding, which on the effective date of this act is accrued, existing, incurred, or pending, but the same may be asserted, enforced, prosecuted, or defended as if this act had not been enacted.
History:
1982, Act 162, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2129 - Supplementation, Alteration, Amendment, or Repeal of Act by Legislature.

450.2129 Supplementation, alteration, amendment, or repeal of act by legislature.
Sec. 129.
This act may be supplemented, altered, amended, or repealed by the legislature and every corporation, domestic or foreign, to which this act applies is bound thereby.
History:
1982, Act 162, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2132 - English Language; Signatures; Contents of Documents.

450.2132 English language; signatures; contents of documents.
Sec. 132.
(1) A document filed with the administrator shall be in the English language, except that the corporate name need not be in the English language if written in English letters or Arabic or Roman numerals.
(2) A document required or permitted to be filed under this act that is also required by this act to be executed on behalf of the domestic or foreign corporation shall be signed by an authorized officer or agent of the domestic or foreign corporation. If the board has not yet met, the document shall be signed by the incorporator or a majority of incorporators if there are more than 1. If the domestic or foreign corporation is in the hands of a receiver, trustee, or other court appointed officer, the document shall be signed by the fiduciary or a majority of the fiduciaries, if there are more than 1. The name of a person signing the document and the capacity in which he or she signs shall be stated beneath or opposite his or her signature. The document may, but need not, contain any of the following:
(a) The corporate seal.
(b) An attestation by the secretary or an assistant secretary of the corporation.
(c) An acknowledgment or proof.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2133 - Correction of Document; Certificate; Effective Date of Corrected Document.

450.2133 Correction of document; certificate; effective date of corrected document.
Sec. 133.
If a document relating to a domestic or foreign corporation that is filed with the administrator under this act was at the time of filing an inaccurate record of the corporation action referred to in the document or was defectively or erroneously executed, or the document was electronically transmitted and the electronic transmission was defective, the document may be corrected by filing with the administrator a certificate of correction on behalf of the corporation. A certificate entitled "certificate of correction of... (correct title of document and name of corporation)" shall be signed as provided in this act with respect to the document being corrected and filed with the administrator. The certificate shall set forth the name of the corporation, the date the document to be corrected was filed by the administrator, the provision in the document as it should have originally appeared, and if the execution was defective, the proper execution. The corrected document is effective in its corrected form as of its original filing date except as to a person that relied on the inaccurate portion of the document and was, as a result of the inaccurate portion of the document, adversely affected by the correction.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2008, Act 9, Imd. Eff. Feb. 29, 2008 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-1 - Chapter 1 (450.2101...450.2151) › Section 450.2141 - Taking Action Without Notice and Without Lapse of Prescribed Period of Time; Waiver.

450.2141 Taking action without notice and without lapse of prescribed period of time; waiver.
Sec. 141.
If, under this act or the articles of incorporation or bylaws of a corporation or by the terms of an agreement or instrument, a corporation or the board or any committee of the board may take action after notice to any person or after lapse of a prescribed period of time, the action may be taken without notice and without lapse of the period of time, if at any time before or after the action is completed the person entitled to notice or to participate in the action to be taken or, in case of a shareholder or member, by his or her attorney-in-fact, submits a signed waiver or a waiver by electronic transmission of the requirements.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2008, Act 9, Imd. Eff. Feb. 29, 2008 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015