reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 305 of 2000 - Uniform Electronic Transactions Act (450.831 - 450.849) › Section 450.841 - Signature Notarized, Acknowledged, Verified, or Made Under Oath; Satisfaction of Requirement.

450.841 Signature notarized, acknowledged, verified, or made under oath; satisfaction of requirement.
Sec. 11.
If a law requires a signature or record to be notarized, acknowledged, verified, or made under oath, the requirement is satisfied if the electronic signature of the person authorized to perform those acts, together with all other information required to be included by other applicable law, is attached to or logically associated with the signature or record.
History:
2000, Act 305, Imd. Eff. Oct. 16, 2000
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 305 of 2000 - Uniform Electronic Transactions Act (450.831 - 450.849) › Section 450.842 - Retention of Record.

450.842 Retention of record.
Sec. 12.
(1) If a law requires that a record be retained, the requirement is satisfied by retaining an electronic record of the information if the record does both of the following:
(a) Accurately reflects the information set forth in the record after it was first generated in its final form as an electronic record or otherwise.
(b) Remains accessible for later reference.
(2) A requirement to retain a record in accordance with subsection (1) does not apply to any information the sole purpose of which is to enable the record to be sent, communicated, or received.
(3) A person may satisfy subsection (1) by using the services of another person if the requirements of subsection (1) are satisfied.
(4) If a law requires a record to be presented or retained in its original form, or provides consequences if the record is not presented or retained in its original form, that law is satisfied by an electronic record retained in accordance with subsection (1).
(5) If a law requires retention of a check, that requirement is satisfied by retention of an electronic record of the information on the front and back of the check in accordance with subsection (1).
(6) A record retained as an electronic record in accordance with subsection (1) satisfies a law requiring a person to retain a record for evidentiary, audit, or similar purposes, unless a law enacted after the effective date of this act specifically prohibits the use of an electronic record for the specified purpose.
(7) This section does not preclude a governmental agency of this state from specifying additional requirements for the retention of a record subject to the agency's jurisdiction.
History:
2000, Act 305, Imd. Eff. Oct. 16, 2000
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 305 of 2000 - Uniform Electronic Transactions Act (450.831 - 450.849) › Section 450.843 - Evidence of Record or Signature in Criminal or Civil Proceeding.

450.843 Evidence of record or signature in criminal or civil proceeding.
Sec. 13.
In a criminal or civil proceeding, evidence of a record or signature shall not be excluded solely because it is in electronic form.
History:
2000, Act 305, Imd. Eff. Oct. 16, 2000
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 305 of 2000 - Uniform Electronic Transactions Act (450.831 - 450.849) › Section 450.844 - Automated Transaction; Applicable Rules.

450.844 Automated transaction; applicable rules.
Sec. 14.
In an automated transaction, all of the following rules apply:
(a) A contract may be formed by the interaction of electronic agents of the parties, even if no individual was aware of or reviewed the electronic agents' actions or the resulting terms and agreements.
(b) A contract may be formed by the interaction of an electronic agent and an individual, acting on the individual's own behalf or for another person, including by an interaction in which the individual performs actions that the individual is free to refuse to perform and that the individual knows or has reason to know will cause the electronic agent to complete the transaction or performance.
(c) The terms of the contract are determined by the substantive law applicable to the contract.
History:
2000, Act 305, Imd. Eff. Oct. 16, 2000
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 305 of 2000 - Uniform Electronic Transactions Act (450.831 - 450.849) › Section 450.845 - Electronic Record Considered Sent or Received.

450.845 Electronic record considered sent or received.
Sec. 15.
(1) Unless otherwise agreed between the sender and the recipient, an electronic record is sent when it complies with all of the following:
(a) It is addressed properly or otherwise directed properly to an information processing system that the recipient uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record.
(b) It is in a form capable of being processed by that system.
(c) The record enters an information processing system outside the control of the sender or of a person that sent the electronic record on behalf of the sender or enters a region of the information processing system used by the recipient that is under the control of the recipient.
(2) Unless otherwise agreed between a sender and the recipient, an electronic record is received when it complies with all of the following:
(a) It enters an information processing system that the recipient uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record.
(b) It is in a form capable of being processed by that system.
(3) Subsection (2) applies even if the place the information processing system is located is different from the place the electronic record is considered to be received under subsection (4).
(4) Unless otherwise expressly provided in the electronic record or agreed between the sender and the recipient, an electronic record is considered to be sent from the sender's place of business and to be received at the recipient's place of business. For purposes of this subsection, all of the following rules apply:
(a) If the sender or recipient has more than 1 place of business, the place of business of that person is the place having the closest relationship to the underlying transaction.
(b) If the sender or the recipient does not have a place of business, the place of business is the sender's or recipient's residence.
(5) An electronic record is received under subsection (2) even if no individual is aware of its receipt.
(6) Receipt of an electronic acknowledgment from an information processing system described in subsection (2) establishes that a record was received but, by itself, does not establish that the content sent corresponds to the content received.
(7) If a person is aware that an electronic record purportedly sent under subsection (1), or purportedly received under subsection (2), was not actually sent or received, the legal effect of the sending or receipt is determined by other applicable law. Except to the extent permitted by the other law, the requirements of this subsection may not be varied by agreement.
History:
2000, Act 305, Imd. Eff. Oct. 16, 2000
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 305 of 2000 - Uniform Electronic Transactions Act (450.831 - 450.849) › Section 450.848 - Use of Electronic Records and Signatures by Governmental Agency; Determination by Department of Technology, Management, and Budget.

450.848 Use of electronic records and signatures by governmental agency; determination by department of technology, management, and budget.
Sec. 18.
(1) Except as otherwise provided in section 12(6), the department of technology, management, and budget shall determine whether, and the extent to which, each state department will send and accept electronic records and electronic signatures to and from other persons and otherwise create, generate, communicate, store, process, use, and rely upon electronic records and electronic signatures.
(2) To the extent that a governmental agency uses electronic records and electronic signatures under subsection (1), the department of technology, management, and budget, giving due consideration to security, may specify any or all of the following:
(a) The manner and format in which the electronic records must be created, generated, sent, communicated, received, and stored and the systems established for those purposes.
(b) If an electronic record is required to be signed by electronic means, the type of electronic signature required, the manner and format in which the electronic signature is to be affixed to the electronic record, and the identity of or criteria that is to be met by any third party used by a person filing a document.
(c) Control processes and procedures as appropriate to ensure adequate preservation, disposition, integrity, security, confidentiality, and auditability of electronic records.
(d) Any other required attributes for electronic records that are specified for corresponding nonelectronic records or reasonably necessary under the circumstances.
(3) Except as otherwise provided in section 12(6), this act does not require a governmental agency or official of this state to use or permit the use of electronic records or electronic signatures.
(4) This section is subject to section 18a.
History:
2000, Act 305, Imd. Eff. Oct. 16, 2000 ;-- Am. 2020, Act 247, Imd. Eff. Nov. 5, 2020
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 305 of 2000 - Uniform Electronic Transactions Act (450.831 - 450.849) › Section 450.848a - Strict Compliance Exception for 2020 to 2021; Applicability to Transactions Under Uniform Commercial Code.

450.848a Strict compliance exception for 2020 to 2021; applicability to transactions under uniform commercial code.
Sec. 18a.
(1) Notwithstanding any other provision of this act, for the period beginning April 30, 2020 and ending June 30, 2021, strict compliance with section 18 is suspended to permit each state department to send and accept electronic records and electronic signatures to and from other persons without a determination from or approval by the department of technology, management, and budget.
(2) Except as otherwise provided in this subsection, this act applies to a transaction that is governed by the uniform commercial code and entered into on or after April 30, 2020 and before July 1, 2021. During the time period described in this subsection, to the extent there is a conflict between the uniform commercial code and this act, the uniform commercial code controls.
(3) As used in this section, "the uniform commercial code" means the uniform commercial code, 1962 PA 174, MCL 440.1101 to 440.9994.
History:
Add. 2020, Act 247, Imd. Eff. Nov. 5, 2020 ;-- Am. 2020, Act 335, Imd. Eff. Dec. 29, 2020
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 305 of 2000 - Uniform Electronic Transactions Act (450.831 - 450.849) › Section 450.849 - Standards Adopted by Other Governmental Agencies.

450.849 Standards adopted by other governmental agencies.
Sec. 19.
(1) The department of management and budget may encourage and promote consistency and interoperability with similar standards adopted by other governmental agencies of this state and other states and the federal government and nongovernmental persons interacting with governmental agencies of this state.
(2) If appropriate, the standards established under subsection (1) may specify differing requirements from which governmental agencies and officials of this state may choose in implementing the most appropriate standard for a particular application.
History:
2000, Act 305, Imd. Eff. Oct. 16, 2000
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1101 - Short Title.

450.1101 Short title.
Sec. 101.
This act shall be known and may be cited as the "business corporation act".
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) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1103 - Liberal Construction; Purposes and Policies of Act.

450.1103 Liberal construction; purposes and policies 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 business corporations.
(b) To provide a general corporate form for the conduct or promotion of a lawful business or purpose with variations and modifications from the form as interested parties in any corporation may agree upon, subject only to overriding interests of this state and of third parties.
(c) To give special recognition to the legitimate needs of close corporations.
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) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1104 - Definitions Controlling Interpretation of Act.

450.1104 Definitions controlling interpretation of act.
Sec. 104.
The definitions contained in sections 105 through 109 shall control the interpretation of this act, unless the context otherwise requires.
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) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1105 - Definitions; A, B.

450.1105 Definitions; A, B.
Sec. 105.
(1) "Administrator" means the chief officer of the department or of any other agency or department authorized by law to administer this act, 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) "Board" means board of directors or other governing board of a corporation.
(5) "Bonds" includes secured and unsecured bonds, debentures, and notes.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001 ;-- 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) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1106 - Definitions; C to E.

450.1106 Definitions; C to E.
Sec. 106.
(1) "Corporation" or "domestic corporation" means a corporation formed under this act, or existing on January 1, 1973 and formed under any other statute of this state for a purpose for which a corporation may be formed under this act.
(2) "Department" means the department of licensing and regulatory affairs.
(3) "Director" means a member of the board of a corporation.
(4) "Distribution" means a direct or indirect transfer of money or other property, except the corporation's shares, or the incurrence of indebtedness by the corporation to or for the benefit of its shareholders in respect to the corporation's shares. A distribution may be in the form of a dividend, a purchase, redemption or other acquisition of shares, an issuance of indebtedness, or any other declaration or payment to or for the benefit of the shareholders.
(5) "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:
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. 2001, Act 57, Imd. Eff. July 23, 2001 ;-- Am. 2006, Act 68, Imd. Eff. Mar. 20, 2006 ;-- 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) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1107 - Definitions; F to I.

450.1107 Definitions; F to I.
Sec. 107.
(1) "Foreign corporation" means a corporation for profit formed under laws other than the laws of this state, which includes in its purposes a purpose for which a corporation may be formed under this act.
(2) "Foreign nonprofit corporation" means a corporation organized under laws other than the laws of this state, which includes in its purposes a purpose for which a corporation may be organized under the nonprofit corporation act, Act No. 162 of the Public Acts of 1982, being sections 450.2101 to 450.3192 of the Michigan Compiled Laws.
(3) "Independent director" means a director who meets all of the following requirements:
(a) Is elected by the shareholders.
(b) Is designated as an independent director by the board or the shareholders.
(c) Has at least 5 years of business, legal, or financial experience, or other equivalent experience. For a corporation with securities registered under section 12 of the securities exchange act of 1934, chapter 404, 48 Stat. 881, 15 U.S.C. 78L, "experience" shall mean experience as a senior executive, director, or attorney, or other equivalent experience, for a corporation with registered securities.
(d) Is not and during the 3 years prior to being designated as an independent director has not been any of the following:
(i) An officer or employee of the corporation or any affiliate of the corporation.
(ii) Engaged in any business transaction for profit or series of transactions for profit, including banking, legal, or consulting services, involving more than $10,000.00 with the corporation or any affiliate of the corporation.
(iii) An affiliate, executive officer, general partner, or member of the immediate family of any person that had the status or engaged in a transaction described in subparagraph (i) or (ii).
(e) Does not propose to enter into a relationship or transaction described in subdivision (d)(i) through (iii).
(f) Does not have an aggregate of more than 3 years of service as a director of the corporation, whether or not as an independent director.
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) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1108 - Definitions; N to P.

450.1108 Definitions; N to P.
Sec. 108.
(1) "Nonprofit corporation" or "domestic nonprofit corporation" means a nonprofit, corporation subject to the nonprofit corporation act, 1982 PA 162, MCL 450.2101 to 450.3192.
(2) "Person" means an individual, a partnership, a domestic or foreign corporation, a limited liability company, or any other association, corporation, trust, or legal entity.
(3) "Professional corporation" means a corporation incorporated under former 1962 PA 192, or a corporation incorporated under this act and governed by chapter 2A.
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) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1109 - Definitions; S.

450.1109 Definitions; S.
Sec. 109.
(1) "Services in a learned profession" means services provided to the public by a dentist, an osteopathic physician, a physician, a surgeon, a doctor of divinity or other clergy, or an attorney-at-law. The term does not include services provided to residents of a nursing home, as defined in section 20109 of the public health code, 1978 PA 368, MCL 333.20109, by a dentist, osteopathic physician, physician, or surgeon who is an employee or independent contractor of the nursing home.
(2) "Shareholder" means a person that holds units of proprietary interest in a corporation and is considered to be synonymous with "member" in a nonstock corporation.
(3) "Shares" means the units into which proprietary interests in a corporation are divided and is considered to be synonymous with "membership" in a nonstock corporation.
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. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 2012, Act 569, Imd. Eff. Jan. 2, 2013 ;-- Am. 2015, Act 158, Eff. Jan. 18, 2016
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1110 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1110 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section contained definitions.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1121 - Applicability of Act to Domestic and Foreign Corporations.

450.1121 Applicability of act to domestic and foreign corporations.
Sec. 121.
This act applies to every domestic corporation and to every foreign corporation which is authorized to or does transact business in this state except as otherwise provided in this act or by other law. This act also applies to any other domestic corporation or foreign corporation not formed under this act to the extent, if any, provided under this act or any law governing the corporation.
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) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1122 - References to Repealed Acts; Statutes Inapplicable to Corporations Defined in MCL 450.1106; Uniform Voidable Transactions Act Inapplicable to Distributions.

450.1122 References to repealed acts; statutes inapplicable to corporations defined in MCL 450.1106; 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 corporation as defined in section 106:
(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 governed by this act.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001 ;-- Am. 2016, Act 553, Eff. Apr. 10, 2017
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1123 - Applicability of Act Generally.

450.1123 Applicability of act generally.
Sec. 123.
(1) Unless otherwise provided in, or inconsistent with, the act under which a corporation is or has been formed, this act applies to deposit and security companies, summer resort associations, brine pipeline companies, telegraph companies, telephone companies, safety and collateral deposit companies, canal, river, and harbor improvement companies, cemetery, burial, and cremation associations, railroad, bridge, and tunnel companies, and agricultural and horticultural fair societies. The entities specified in this subsection shall not be incorporated under this act.
(2) This act does not apply to insurance, surety, savings and loan associations, fraternal benefit societies, and banking corporations.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1978, Act 32, Imd. Eff. Feb. 24, 1978 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 357, Imd. Eff. Jan. 14, 1994 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001 ;-- 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) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1125 - Applicability to Foreign Commerce, Interstate Commerce, and Federal Corporations.

450.1125 Applicability to foreign commerce, interstate commerce, and federal corporations.
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:
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) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1127 - Applicability to Existing Corporations; Saving Clause.

450.1127 Applicability to existing corporations; saving clause.
Sec. 127.
(1) 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, 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, 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:
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) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1129 - Amendment or Repeal of Act.

450.1129 Amendment or repeal of act.
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:
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) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1132 - Filed Documents; Language, Form, Execution, and Contents.

450.1132 Filed documents; language, form, execution, and contents.
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 the 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 the 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:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1133 - Correction of Document Relating to Domestic or Foreign Corporation; Signing and Filing of Certificate of Correction; Contents of Certificate; Effective Date of Corrected Document.

450.1133 Correction of document relating to domestic or foreign corporation; signing and filing of certificate of correction; contents of certificate; effective date of corrected document.
Sec. 133.
If a document relating to a domestic or foreign corporation 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 who relied upon the inaccurate portion of the document and was, as a result of the inaccurate portion of the document, adversely affected by the correction.
History:
Add. 1974, Act 303, Imd. Eff. Oct. 21, 1974 ;-- Am. 1978, Act 32, Imd. Eff. Feb. 24, 1978 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1141 - Corporate Action Without Notice or Lapse of Prescribed Time Period.

450.1141 Corporate action without notice or lapse of prescribed time period.
Sec. 141.
When, 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, his or her attorney-in-fact, submits a signed waiver or a waiver by electronic transmission of the requirements.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1142 - Notice or Communication Where Communication Unlawful or Where Notice or Communication Not Required; Statement.

450.1142 Notice or communication where communication unlawful or where notice or communication not required; statement.
Sec. 142.
When a notice or communication is required to be given to a person by this act, by the articles of incorporation or bylaws, or by the terms of an agreement or instrument relating to the internal affairs of the corporation, or as a condition precedent to taking corporate action, and communication with the person is then unlawful under a statute of this state or the United States or a rule, regulation, proclamation or order issued under any of those statutes, the giving of the notice or communication to the person is not required and there is no duty to apply for a license or other permission to do so. An affidavit, certificate or other instrument which is required to be made or filed as proof of the giving of a notice or communication required by this chapter, if the notice or communication to any person is dispensed with under this section, shall include a statement that the notice or communication was not given to any person with whom communication is unlawful. The affidavit, certificate or other instrument is as effective for all purposes as though such notice or communication had been personally given to the person.
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) › 284-1972-1 - Chapter 1 General Provisions (450.1101...450.1151) › Section 450.1151 - Failure to File Document; Notice; Refusing or Revoking Authorization of Foreign Corporation to Transact Business; Judicial Review.

450.1151 Failure to file document; notice; refusing or revoking authorization of foreign corporation to transact business; judicial review.
Sec. 151.
(1) If the administrator fails to promptly file a document, other than an annual report, submitted for filing under this act, the administrator shall within 10 days after receiving a written request to file the document from the person that submitted the document for filing give written notice of the failure to file the document to that person, specifying the reasons for the failure to file the document. The administrator may give written notice under this subsection by posting the notice on the administrator's website; by sending the notice by mail to the address provided by the person that submitted the document; or, if the person that submitted the document has provided the administrator with an electronic mail address, by sending the notice to that electronic mail address. The person may seek judicial review of the refusal to file the document under sections 103, 104, and 106 of the administrative procedures act of 1969, 1969 PA 306, MCL 24.303, 24.304, and 24.306.
(2) If the administrator refuses to authorize or revokes the authorization of a foreign corporation to transact business in this state under this act, the foreign corporation may seek judicial review under sections 103, 104, and 106 of the administrative procedures act of 1969, 1969 PA 306, MCL 24.303, 24.304, and 24.306.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1978, Act 32, Imd. Eff. Feb. 24, 1978 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001 ;-- 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) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1201 - Incorporators.

450.1201 Incorporators.
Sec. 201.
(1) One or more persons may be the incorporators of a corporation by signing and filing articles of incorporation for the corporation.
(2) A corporation incorporated to provide 1 or more services in a learned profession must be incorporated as a professional corporation under chapter 2A.
(3) A corporation incorporated to provide professional services other than services in a learned profession may comply with chapter 2A and incorporate as a professional corporation, or may incorporate as a corporation under chapter 2 without complying with chapter 2A.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 2008, Act 402, Imd. Eff. Jan. 6, 2009 ;-- 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) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1202 - Articles of Incorporation; Contents.

450.1202 Articles of incorporation; contents.
Sec. 202.
The articles of incorporation shall contain all of the following:
(a) The name of the corporation.
(b) The purposes for which the corporation is formed. All of the following apply for purposes of this subdivision:
(i) Except as otherwise provided in subparagraph (ii) or (iii), it is a sufficient compliance with this subdivision to state substantially, alone or with specifically enumerated purposes, that the corporation may engage in any activity within the purposes for which corporations may be formed under the business corporation act, and all activities shall by the statement be considered within the purposes of the corporation, subject to expressed limitations.
(ii) Any corporation that proposes to conduct educational purposes shall state the purposes and shall comply with all requirements of sections 170 to 177 of 1931 PA 327, MCL 450.170 to 450.177.
(iii) A professional corporation shall comply with section 283(2) and (3).
(c) The aggregate number of shares that the corporation has authority to issue.
(d) If the shares are, or are to be, divided into classes, or into classes and series, the designation of each class and series, the number of shares in each class and series, and a statement of the relative rights, preferences and limitations of the shares of each class and series, to the extent that the designations, numbers, relative rights, preferences, and limitations have been determined.
(e) If the shares are to be designated and issued in 1 or more classes or series, a statement of any authority vested in the board to designate and issue shares in 1 or more classes or series, and to determine or change for any class or series its designation, number of shares, relative rights, preferences and limitations.
(f) Except as otherwise provided in section 611(2)(c), the street address, and the mailing address if different from the street address, of the corporation's initial registered office and the name of the corporation's initial resident agent at that address.
(g) The names and addresses of the incorporators.
(h) The duration of the corporation if other than perpetual.
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 ;-- 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) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1204 - Articles of Incorporation; Provision as to Compromise, Arrangement, or Plan of Reorganization.

450.1204 Articles of incorporation; provision as to compromise, arrangement, or plan of reorganization.
Sec. 204.
The articles of incorporation may contain the following provision or the substance thereof: When a compromise or arrangement or a plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them or between this corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of this corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of this corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on this corporation.
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) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1205 - Articles of Incorporation; Effect of Provision as to Compromise, Arrangement, or Plan of Reorganization.

450.1205 Articles of incorporation; effect of provision as to compromise, arrangement, or plan of reorganization.
Sec. 205.
(1) When the provision of section 204 is included in the original articles of incorporation of a corporation, all persons who become creditors or shareholders thereof are deemed to have become creditors or shareholders subject in all respects to that provision, and it shall be binding upon them.
(2) When that provision is inserted in the articles of a corporation, by an amendment of the articles, all persons who become creditors or shareholders of the corporation after the amendment becomes effective are deemed to have become creditors or shareholders subject in all respects to that provision, and it shall be binding upon them.
(3) The circuit court may administer and enforce the provision and restrain, pendente lite, actions and proceedings against the corporation with respect to which the court so restraining has begun the administration or enforcement of the provision, and appoint a temporary receiver for the corporation and grant the receiver such powers as are deemed proper.
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) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1209 - Articles of Incorporation; Permissible Provisions.

450.1209 Articles of incorporation; permissible provisions.
Sec. 209.
(1) The articles of incorporation may contain any provision not inconsistent with this act or another statute of this state, including any of the following:
(a) A provision for management of the business and conduct of the affairs of the corporation, or creating, defining, limiting, or regulating the powers of the corporation, its directors and shareholders, or a class of shareholders.
(b) A provision that under this act is required or permitted to be set forth in the bylaws.
(c) A provision eliminating or limiting a director's liability to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except liability for any of the following:
(i) The amount of a financial benefit received by a director to which he or she is not entitled.
(ii) Intentional infliction of harm on the corporation or the shareholders.
(iii) A violation of section 551.
(iv) An intentional criminal act.
(2) If the articles of incorporation contain a provision eliminating the liability of a director prior to the amendatory act that amended subsection (1) and added this subsection, that provision shall be considered to eliminate the liability of a director as provided in subsection (1)(c).
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1987, Act 1, Eff. Mar. 1, 1987 ;-- 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
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1211 - Corporate Name; Required Words and Abbreviations.

450.1211 Corporate name; required words and abbreviations.
Sec. 211.
Except as provided in chapter 2A for a professional corporation, the corporate name of a domestic corporation shall contain the word "corporation", "company", "incorporated", or "limited" or shall contain 1 of the following abbreviations: corp., co., inc., or ltd., with or without periods.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 2008, Act 402, Imd. Eff. Jan. 6, 2009 ;-- 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) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1213 - Assumption of Name Implying Banking, Insurance, Surety, or Trust Company; Prohibited Letters or Words; Corporation Licensed as Nursing Home; Use of Terms.

450.1213 Assumption of name implying banking, insurance, surety, or trust company; prohibited letters or words; corporation licensed as nursing home; use of terms.
Sec. 213.
(1) A corporation formed or existing under or subject to this act other than a bank holding company registered or to be registered as a bank holding company under the bank holding company act of 1956, chapter 240, 70 Stat. 133, shall not assume a name that implies that it is a banking corporation, an insurance or surety company, or a trust company, and the corporation shall not use the word "bank", "industrial bank", "deposit", "surety", "security", "trust", or "trust company" in its corporate name or use a combination of the letters or words with other letters or words in its corporate name to indicate or convey the idea of a bank or banking or industrial banking activity or security unless from the other words constituting the name it is clear that the business conducted does not include the business of banking.
(2) A corporation formed or existing under or subject to this act that is licensed or is to be licensed as a nursing home under article 17 of the public health code, 1978 PA 368, MCL 333.20101 to 333.22260, may use the term "health center" or "health care center" or a term conveying a meaning substantially similar to those terms, or the term "rehabilitation center", as long as those terms do not conflict with the terms prohibited by section 21712 of the public health code, 1978 PA 368, MCL 333.21712.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1978, Act 32, Imd. Eff. Feb. 24, 1978 ;-- Am. 2001, Act 276, Imd. Eff. Jan. 11, 2002
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1215 - Corporate Name; Reservation of Right to Use; Transfer of Right.

450.1215 Corporate name; reservation of right to use; transfer of right.
Sec. 215.
(1) A person may reserve the right to use of a corporate name by executing and filing an application to reserve the name. If the administrator finds that the name is available for corporate use, he or she shall reserve it for exclusive use of the applicant for a period expiring at the end of the sixth full calendar month following the month in which the application was filed.
(2) The right to exclusive use of a reserved corporate name may be transferred to another person by filing a notice of the transfer, executed by the applicant for whom the name was reserved, and stating the name and address of the transferee.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993