reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3134 - Cooperative Organized on Member Capital Basis, Member Fee Basis, or Basis Combining Member Capital and Membership Fee; Powers.

450.3134 Cooperative organized on member capital basis, member fee basis, or basis combining member capital and membership fee; powers.
Sec. 1134.
(1) A cooperative which is organized on a member capital basis or on a basis combining member capital and membership fee may provide for any of the following, if such provision is set forth in the articles or bylaws:
(a) A maximum member capital to be held by any 1 member.
(b) Transfer of member capital pursuant to section 304(6).
(c) Mandatory contribution or contributions of member capital as a condition or conditions of admission to or retention of membership, including but not limited to initial capital contributions, surcharges, and distributions of net savings pursuant to section 1135.
(d) A dividend on membership capital, not to exceed 8% per year.
(e) Special assessments on members.
(2) A cooperative which is organized on a membership fee basis or on a basis combining member capital and membership fee may provide for either or both of the following as a condition or conditions of admission to or retention of membership in the cooperative, if such a provision is set forth in its articles or bylaws:
(a) The charging of a nonredeemable initial or periodic membership fee or fees.
(b) Nonredeemable special assessments on members.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3135 - Net Savings; Determination, Allocation, Distribution, and Use; Apportionment of Losses.

450.3135 Net savings; determination, allocation, distribution, and use; apportionment of losses.
Sec. 1135.
(1) At least once each year, a cooperative shall determine its net savings by deducting from total income:
(a) All operating costs and expenses.
(b) Reasonable reserves for depreciation and obsolescence of property, doubtful accounts, other valuation or operating reserves, capital investments and reserves for capital investment.
(c) Dividends paid on member capital and interest or dividends paid on nonvoting investment certificates or bonds, if any.
(2) The articles or bylaws may provide for any reasonable method of allocating net savings by the board of directors for the common benefit of all the patrons of a cooperative.
(3) Unless the articles or bylaws otherwise provide pursuant to subsection (2), net savings shall be allocated, distributed, or used in any of the following ways:
(a) By allocation of net savings to all patrons at a uniform rate in proportion to their individual patronage, provided that different rates of allocation may be established according to the net savings generated by various departments or types of business done by the cooperative. Distribution to patrons may be made as follows:
(i) In cash or credits. Credits shall be evidenced by shares, revolving fund certificates, notices of allocation, capital credits, or other certificates or notices of the cooperative, or any combination thereof.
(ii) In the case of nonmember patrons who have subscribed for membership, distribution may be credited toward payment of unpaid member capital or membership fees.
(iii) In the case of nonmember patrons, distribution of the proportionate amount of net savings generated by nonmember patronage may be made to a general fund. Redistribution shall be made to an individual nonmember patron only upon request and presentation of evidence of the nonmember's patronage. Such net savings may be distributed in cash or credited toward payment of member capital or membership fees. Reasonable notice shall be provided to nonmember patrons of their rights to redistribution and the means of applying for membership.
(b) By allocation to retained earnings, operating costs or capital expenditures of the cooperative to reduce the costs of goods, facilities, or services, to improve the quality provided or otherwise to further the common benefit of the patrons.
(4) The articles or bylaws may include any reasonable provisions for the apportionment of losses.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3136 - Certificate; Issuance; Contents; Restrictions on Dividends.

450.3136 Certificate; issuance; contents; restrictions on dividends.
Sec. 1136.
(1) If a cooperative is to be financed in whole or in part on a member capital basis, each member shall be provided a certificate or certificates setting forth the initial member capital of the member.
(2) A certificate issued pursuant to this section shall contain the information required by section 1138. The certificate may be denominated a membership certificate, share certificate, stock certificate, or a similar designation but shall not constitute shares as defined in section 109.
(3) The board of directors shall not pay dividends when currently the cooperative is insolvent or would thereby be made insolvent, or when the declaration, payment, or distribution of a dividend would be contrary to the articles or bylaws.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3137 - Nonvoting Investment Certificate or Bond.

450.3137 Nonvoting investment certificate or bond.
Sec. 1137.
Subject to the uniform securities act, 1964 PA 265, MCL 451.501 to 451.818, and the uniform securities act (2002), 2008 PA 551, MCL 451.2101 to 451.2703, a cooperative may offer to its members or to the general public any form of nonvoting investment certificate or bond that may bear interest or dividends as provided by the board of directors.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985 ;-- Am. 2009, Act 94, Imd. Eff. Sept. 24, 2009
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3138 - Advising Persons in Writing; Statement on Membership Certificate.

450.3138 Advising persons in writing; statement on membership certificate.
Sec. 1138.
Prior to accepting a person as a member or any membership fee or member capital, a cooperative shall advise the person in writing of the items in subdivisions (a) to (g). A cooperative shall also conspicuously state on each membership certificate the items in subdivisions (a), (e), and (f):
(a) A statement that the corporation is a cooperative subject to this act and under what act it is organized.
(b) A statement that the purpose of becoming a member of a cooperative is to assure access to the goods, services, and facilities of the cooperative and not to gain profit.
(c) A statement of voting rights and rights to notice of meetings of members.
(d) A statement of the qualifications for admission to and retention of membership and the right of the cooperative to terminate membership, if any.
(e) A statement of the restrictions, if any, on the transfer of memberships.
(f) A statement of the rights to redemption of a member capital, if any, or a statement that member capital is not redeemable.
(g) A statement of the right of members to call special meetings or cause a mail ballot, to receive annual reports, and to secure other material information concerning the cooperative.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3141 - Meetings; Petitions; Signatures; Quorum.

450.3141 Meetings; petitions; signatures; quorum.
Sec. 1141.
Regular meetings of members shall be held at a time and place prescribed in the bylaws but not less than annually. A special meeting of members may be called by the board of directors or by written petition of members. A petition shall state the purpose or purposes for which the meeting is to be called. Unless the bylaws provide for a smaller percent or number, the number of member signatures required for such a petition shall be 10% of the members. Notwithstanding section 415, unless the articles or bylaws provide a greater percentage or number, a quorum shall be 10% of the members or 50 members, whichever is less.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3143 - Alternative Notice of Regular Meeting.

450.3143 Alternative notice of regular meeting.
Sec. 1143.
Instead of the notice required in section 404, written notice of the time, place, and purposes of a regular meeting of members may be given by a means specified in the bylaws and accessible to all members, if the date of regular meeting is established in the bylaws and the notice is made accessible to all members at least 15 days before the meeting.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3144 - Proxies; Voting by Mail Ballot, Referendum, or Electronic Transmission.

450.3144 Proxies; voting by mail ballot, referendum, or electronic transmission.
Sec. 1144.
(1) Notwithstanding section 421, there shall be no proxies unless the articles of incorporation or bylaws authorize use of proxies. If the articles of incorporation or bylaws authorize use of proxies, an individual may not vote more than 5 proxies at any meeting.
(2) The articles or bylaws may provide a method by which members may vote on matters submitted to a vote of members by mail ballot, referendum, or electronic transmission.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985 ;-- Am. 2008, Act 9, Imd. Eff. Feb. 29, 2008
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3145 - Amendments; Affirmative Vote of Majority.

450.3145 Amendments; affirmative vote of majority.
Sec. 1145.
Notwithstanding section 611(4), 703a(2)(d), 753(4), or 804(6), unless the articles of incorporation provide for a higher vote for passage, amendment of the articles of incorporation, amendment of the bylaws that alters member voting rights or member capital, merger, disposition of all or substantially all of the assets of the corporation, or dissolution require approval by the affirmative vote of a majority of the votes cast by members that are eligible to vote on that matter, and if a class is eligible to vote on that matter as a class, the affirmative vote of a majority of the votes cast by members of that class. An action described in this section shall be taken at a meeting called according to the notice provisions of section 404.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985 ;-- 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) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3146 - Effective Date of Adopted Action; Confirmation Vote; Filing With Administrator.

450.3146 Effective date of adopted action; confirmation vote; filing with administrator.
Sec. 1146.
(1) An action subject to the vote requirement of section 1145 shall not take effect for 60 days from the date of adoption and shall be subject to 1 confirmation vote as provided in subsection (2) if the action is adopted by less than a majority of all the members eligible to vote.
(2) If a petition of 15% or more of the members eligible to vote is presented to the cooperative prior to the sixtieth day after the adoption of the action, the cooperative shall cause a confirmation vote to be held. The cooperative shall cause a special meeting or, if authorized, mail ballot or referendum to be conducted within 45 days of receipt of the petition. The confirmation vote must achieve the vote which would have been required for original adoption. If confirmed, the action or amendment may take effect immediately after the confirmation or upon filing with the administrator, if such filing is required.
(3) If an action or amendment is subject to confirmation, a filing shall not be made with the administrator until the time for presenting a petition has expired or the action is confirmed.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3147 - Dispute Resolution Body.

450.3147 Dispute resolution body.
Sec. 1147.
A cooperative may authorize in its articles or bylaws the establishment of a neutral dispute resolution body. The dispute resolution body shall attempt to settle disputes between the cooperative and any of its members. It shall be composed of individuals who are approved by both parties to the dispute, which individuals may be members or nonmembers, but not officers or directors of the cooperative. The bylaws of a cooperative may provide that membership in the cooperative is conditioned upon participation in good faith in the dispute resolution process authorized by this section.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3148 - Purchase or Sale Under Execution, in Course of Bankruptcy, or by Legal Process or Operation of Law; Pledge of Certificate; Assignment of Proprietary Lease or Other Agreement.

450.3148 Purchase or sale under execution, in course of bankruptcy, or by legal process or operation of law; pledge of certificate; assignment of proprietary lease or other agreement.
Sec. 1148.
(1) The purchase or sale of any member capital or privileges in a cooperative made under execution, or in the course of bankruptcy proceedings, or by any legal process or by operation of law, shall not give any person any membership right, title, or interest in a cooperative, unless in accordance with the articles or bylaws of the cooperative.
(2) No subsequent amendment to the articles or bylaws shall invalidate or otherwise impair a pledge of a certificate issued under section 1136 or an assignment of a proprietary lease or other agreement providing for occupancy of facilities furnished by the cooperative, if the pledge or assignment was made when the articles or bylaws expressly permitted the pledge or assignment in connection with loans made to members.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3149 - Books for Recording Operations; Annual Report, Balance Sheet, and Income Statement; Certified Report of Condition; Copies of Reports; Mailings at Request and Expense of Member; Notice of Member's Desire to Be Contacted by Other Members Regarding Proposal.

450.3149 Books for recording operations; annual report, balance sheet, and income statement; certified report of condition; copies of reports; mailings at request and expense of member; notice of member's desire to be contacted by other members regarding proposal.
Sec. 1149.
(1) A cooperative shall keep a set of books for recording its operations. A written report, including a statement of the amount of its transactions with members and the amount of its transactions with nonmember patrons, a balance sheet, and an income statement shall be prepared annually.
(2) A cooperative shall prepare, not later than 120 days after the close of its fiscal year, a report of its condition, which report shall be certified by the president. The report shall include all of the following:
(a) The name and principal address of the cooperative.
(b) The names, addresses, and date of expiration of terms of the officers and directors, and their rate of compensation, if any.
(c) The number of memberships granted and terminated and the amount of member capital paid in during the fiscal year.
(3) A copy of the reports required by this section shall be presented at the annual membership meeting or distributed to each member. Copies of the report shall be kept on file at the principal office of the cooperative and shall be made available to members, subscribers, and applicants for membership during regular business hours. In addition, copies of the report shall be mailed to a member upon written request by the member.
(4) If a membership address list is not accessible to members, then any mailing reasonably related to the affairs of the membership shall be made by a cooperative at the request and expense of a member.
(5) If a member makes a timely request in writing that a cooperative notify the membership of the member's desire to be contacted by other members regarding a proposal then pending for vote by the membership, the cooperative shall include in the next communication sent by the cooperative to all members, if any, a brief notice of that member's request which shall identify the member and shall state whether the member is for or against the proposal and how to contact that member.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3151 - Initial Board of Directors; Membership; Term.

450.3151 Initial board of directors; membership; term.
Sec. 1151.
Notwithstanding section 505, the initial board of directors of a cooperative shall consist of at least 5 persons. The term of office of directors shall be no more than 3 years.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3152 - Board of Directors; Election or Appointment Other Than by Vote of Membership.

450.3152 Board of directors; election or appointment other than by vote of membership.
Sec. 1152.
Notwithstanding section 505, the bylaws of a cooperative may provide for 1/3 or less of the board of directors to be elected or appointed other than by a vote of the membership.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3153 - Affiliation With Another Organization; Section Inapplicable to Allocations of Net Savings.

450.3153 Affiliation with another organization; section inapplicable to allocations of net savings.
Sec. 1153.
A vote of the membership shall be required to affiliate with another organization involving the investment of more than 30% of the assets of the cooperative, if the affiliation is not in the usual and regular course of its business. This section shall not apply to any allocations of net savings to the cooperative by any person.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3161 - Amendment to Articles of Incorporation; Calling Special Meeting; Consideration of Proposed Amendment.

450.3161 Amendment to articles of incorporation; calling special meeting; consideration of proposed amendment.
Sec. 1161.
An amendment to the articles of incorporation may be proposed by the board, by 10% or more of the members, or by some smaller percentage of members established in the articles or bylaws. If proposed by the number of members required for calling a special meeting pursuant to section 1141, a special meeting shall be called within a reasonable time. If proposed by less than the number of members required to call a special meeting, then the proposed amendment shall be considered at the next annual or special meeting.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3162 - Distribution of Assets Generally.

450.3162 Distribution of assets generally.
Sec. 1162.
In the event of an amendment to the articles of incorporation or bylaws, merger, or disposition of substantially all of the assets of a cooperative, or a dissolution, that results in a distribution of all or substantially all of the assets of the corporation to members, the corporation shall make that distribution in the manner and order provided in section 1183.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985 ;-- 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) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3183 - Distribution of Assets Upon Dissolution; Distribution of Assets Held for Charitable or Similar Purpose; Redemption of Investment Certificates.

450.3183 Distribution of assets upon dissolution; distribution of assets held for charitable or similar purpose; redemption of investment certificates.
Sec. 1183.
(1) Notwithstanding section 855, upon dissolution, the assets of a cooperative shall be distributed in the following manner and order:
(a) By paying or providing for payment of its debts and expenses.
(b) By redeeming member capital by paying to the member in cash or other property (i) the lesser of the member's member capital or the member's pro rata share of total member capital of the cooperative determined according to the ratio each member's member capital bears to total member capital, unless a different proration is provided in the articles; or (ii) such other amount as may be provided in the articles or bylaws.
(c) By distributing any surplus to (i) those patrons who have been members or subscribers at any time during not less than the 6 years preceding dissolution or since formation of the cooperative, whichever is less, on the basis of patronage during that period; (ii) any other cooperative, foreign cooperative, or nonprofit organization designated by membership resolution; or (iii) both.
(2) Assets held by a cooperative for a charitable or similar purpose shall be distributed pursuant to section 855(c).
(3) Investment certificates issued pursuant to section 1137 shall be redeemed according to the terms of the certificates.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3191 - Foreign Cooperative.

450.3191 Foreign cooperative.
Sec. 1191.
A foreign cooperative shall be entitled to conduct its affairs in this state upon complying with the provisions of chapter 10 and, if a consumer cooperative, by agreeing to provide its members and patrons residing in this state reasonable notice of their membership rights. Reasonable notice shall be considered given if written notice of the matters required to be disclosed by section 1132 is provided to each patron residing in this state and written notice of the matters required to be disclosed by section 1138 is provided to each member residing in this state.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-11 - Chapter 11 (450.3100...450.3192) › Section 450.3192 - Election by Corporation to Accept Act and Chapter; Procedure; Effect of Filing Certificate of Election.

450.3192 Election by corporation to accept act and chapter; procedure; effect of filing certificate of election.
Sec. 1192.
(1) Any corporation may elect to accept this act and this chapter as follows:
(a) The board of directors shall adopt a resolution recommending that the corporation accept this act and this chapter and directing that the question of acceptance be submitted to a vote at a meeting of the members or stockholders entitled to vote thereon. Written notice stating that the purpose, or 1 of the purposes, of the meeting is to consider electing to accept this act and this chapter, shall be given to each member and stockholder entitled to vote at the meeting, within the time and in the manner provided in this act for the giving of notice of meetings of members. The election to accept this act and this chapter shall require for adoption that vote which is required by that corporation to amend its articles of incorporation.
(b) A certificate of election to accept the act and this chapter shall be filed in accordance with section 131. The certificate shall set forth:
(i) The name of the corporation.
(ii) A statement by the corporation that it has elected to accept this act and this chapter.
(iii) A statement setting forth the date of the meeting of members or stockholders at which the election to accept this act and this chapter was made, that a quorum was present at the meeting, and that the acceptance was authorized by that vote which is required by the corporation to amend its articles of incorporation.
(iv) If the corporation has issued shares of stock, a statement of that fact including the number of shares issued and outstanding, and a statement that all issued and outstanding shares of stock will be canceled upon the filing of the statement and that from and after the effective date of filing the authority of the corporation to issue shares of stock shall be terminated.
(v) A statement of the manner and basis of converting shares or memberships, voting rights, and equity interests into memberships, voting rights, and member capital subject to this chapter.
(2) Upon filing of the certificate of election, the election of the corporation to accept this act and this chapter shall become effective and the corporation shall have the same powers and privileges and be subject to the same duties, restrictions, penalties, and liabilities as though the corporation had been originally organized under this act and this chapter.
History:
Add. 1984, Act 209, Eff. Nov. 1, 1985
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 1 - (450.4101...450.4106) › Section 450.4101 - Short Title.

450.4101 Short title.
Sec. 101.
This act shall be known and may be cited as the "Michigan limited liability company act".
History:
1993, Act 23, Eff. June 1, 1993
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 1 - (450.4101...450.4106) › Section 450.4103 - Documents; Signatures; Requirements.

450.4103 Documents; signatures; requirements.
Sec. 103.
(1) One or more persons organizing a limited liability company shall sign the original articles of organization as organizers. The articles shall state the names of the organizers beneath or opposite their signatures.
(2) Any document other than original articles of organization required or permitted to be filed under this act that this act requires be executed on behalf of the domestic limited liability company shall be signed by a manager of the company if management is vested in 1 or more managers, by at least 1 member if management remains in the members, or by any authorized agent of the company. A document required to be executed on behalf of a foreign limited liability company shall be signed by a person with authority to do so under the laws of the jurisdiction of its organization. The document shall state the name of the person signing the document and the capacity in which he or she signs beneath or opposite his or her signature.
(3) A person may sign a document under this section as an authorized agent of a limited liability company. If the authorization is pursuant to a power of attorney, the power of attorney authorizing the signing of the document by the person need not be sworn to, verified, acknowledged, or filed with the administrator. A document signed by a person under this subsection as an authorized agent of a limited liability company shall state the capacity of the person signing the document.
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 1 - (450.4101...450.4106) › Section 450.4105 - Failure to Promptly File Document; Notice of Refusal to File; Judicial Review.

450.4105 Failure to promptly file document; notice of refusal to file; judicial review.
Sec. 105.
(1) If the administrator fails promptly to file a document submitted for filing under this act, the administrator, within 10 days after receipt from the person submitting the document for filing of a written request for the filing of the document, shall give to that person written notice of the refusal to file that states the reasons for the failure to file the document. If the document was originally submitted by electronic transmission, the administrator may give the written notice by electronic transmission.
(2) A person may seek judicial review of the administrator's decision under sections 103, 104, and 106 of the administrative procedures act of 1969, 1969 PA 306, MCL 24.303, 24.304, and 24.305.
(3) If the administrator refuses or revokes the authorization of a foreign limited liability company to transact business in this state pursuant to this act, the foreign limited liability company 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 24.305.
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 1 - (450.4101...450.4106) › Section 450.4106 - Documents; Inaccurate Record or Defective Execution; Certificate of Correction; Filing; Signature; Contents; Effective Date of Corrected Document.

450.4106 Documents; inaccurate record or defective execution; certificate of correction; filing; signature; contents; effective date of corrected document.
Sec. 106.
(1) If a document relating to a domestic or foreign limited liability company filed with the administrator under this act was at the time of filing an inaccurate record of the action referred to in the document, or was defectively or erroneously executed, or 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 company.
(2) The certificate shall be signed as provided by this act in the same manner as required for the document being corrected.
(3) The certificate shall set forth the name of the company, 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.
(4) 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:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 2 - (450.4201...450.4216) › Section 450.4201 - Limited Liability Company; Purpose.

450.4201 Limited liability company; purpose.
Sec. 201.
A limited liability company may be formed under this act for any lawful purpose for which a domestic corporation or a domestic partnership could be formed, except as otherwise provided by law. A limited liability company formed to provide services in a learned profession, or more than 1 learned profession, shall comply with article 9.
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 2 - (450.4201...450.4216) › Section 450.4202 - Limited Liability Company; Formation; Filing as Evidence That All Conditions Performed; Exception; Duration.

450.4202 Limited liability company; formation; filing as evidence that all conditions performed; exception; duration.
Sec. 202.
(1) One or more persons, who may or may not become members, may be the organizers of a limited liability company by filing executed articles of organization.
(2) The existence of the limited liability company begins on the effective date of the articles of organization as provided in section 104. Filing is conclusive evidence that all conditions precedent required to be performed under this act are fulfilled and that the company is formed under this act, except in an action or special proceeding by the attorney general. The maximum duration of the limited liability company is perpetual unless otherwise provided in the articles of organization.
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 2 - (450.4201...450.4216) › Section 450.4203 - Articles of Organization; Contents.

450.4203 Articles of organization; contents.
Sec. 203.
(1) The articles of organization shall contain all of the following:
(a) The name of the limited liability company.
(b) The purposes for which the limited liability company is formed. It is sufficient to state substantially, alone or with specifically enumerated purposes, that the limited liability company may engage in any activity for which limited liability companies may be formed under this act.
(c) The street address, and the mailing address if different from the street address, of the limited liability company's initial registered office and the name of its initial resident agent at that address.
(d) If the business of the limited liability company is to be managed by managers, a statement that the business is to be managed by or under the authority of managers.
(e) The maximum duration of the limited liability company, if other than perpetual.
(2) The articles of organization may contain any provision not inconsistent with this act or another statute of this state, including any provision that is required or permitted to be in an operating agreement under this act.
(3) The articles of organization need not set out the powers of the limited liability company as described in section 210.
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 2 - (450.4201...450.4216) › Section 450.4204a - Limited Liability Company Licensed as Nursing Home; Use of Terms.

450.4204a Limited liability company licensed as nursing home; use of terms.
Sec. 204a.
A limited liability company 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:
Add. 2001, Act 277, Imd. Eff. Jan. 11, 2002
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 2 - (450.4201...450.4216) › Section 450.4205 - Reserving Right to Use of Name; Application; Transfer of Right.

450.4205 Reserving right to use of name; application; transfer of right.
Sec. 205.
(1) A person may reserve the right to use of a limited liability company name by executing and filing with the administrator an application to reserve the name. If the administrator finds that the name is available for use, the administrator 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 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:
1993, Act 23, Eff. June 1, 1993
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 2 - (450.4201...450.4216) › Section 450.4207 - Maintaining Registered Office and Resident Agent; Service of Process, Notice, or Demand; Appointment of Agent; Annual Statement; Service of Process by Mail.

450.4207 Maintaining registered office and resident agent; service of process, notice, or demand; appointment of agent; annual statement; service of process by mail.
Sec. 207.
(1) Each domestic limited liability company and foreign limited liability company authorized to transact business in this state shall have and continuously maintain in this state both of the following:
(a) A registered office that may, but need not be, the same as its place of business.
(b) A resident agent. The resident agent may be either an individual resident in this state whose business office or residence is identical with the registered office or any of the following having a business office identical with the registered office:
(i) A domestic corporation.
(ii) A foreign corporation authorized to transact business in this state.
(iii) A domestic limited liability company.
(iv) A foreign limited liability company authorized to transact business in this state.
(2) The resident agent appointed by a limited liability company is an agent of the company upon whom any process, notice, or demand required or permitted by law to be served upon the company may be served.
(3) A domestic limited liability company or foreign limited liability company authorized to transact business in this state shall file with the administrator an annual statement executed as provided in section 103 containing the name of its resident agent and the address of its registered office in this state. The statement shall be filed not later than February 15 of each year, except that a limited liability company formed after September 30 or a foreign limited liability company authorized to transact business in this state after September 30 need not file a statement on the February 15 immediately succeeding its formation or authorization.
(4) If a limited liability company fails to appoint or maintain an agent for service of process, or the agent for service of process cannot be found or served through the exercise of reasonable diligence, service of process may be made by delivering or mailing by registered mail to the administrator a summons and copy of the complaint.
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 2 - (450.4201...450.4216) › Section 450.4208 - Resident Agent; Resignation; Notice; Appointment of Successor; Termination of Appointment.

450.4208 Resident agent; resignation; notice; appointment of successor; termination of appointment.
Sec. 208.
(1) A resident agent of a limited liability company may resign as agent upon filing a written notice of resignation with the administrator and with a member or manager of the limited liability company.
(2) The company shall promptly appoint a successor resident agent.
(3) The appointment of the resigning agent terminates 30 days after the date the notice is filed with the administrator or upon the appointment of a successor, whichever occurs first.
History:
1993, Act 23, Eff. June 1, 1993
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 2 - (450.4201...450.4216) › Section 450.4209 - Changing Registered Office or Resident Agent; Statement; Filing; Contents; Changing Business or Residence Address of Resident Agent.

450.4209 Changing registered office or resident agent; statement; filing; contents; changing business or residence address of resident agent.
Sec. 209.
(1) A domestic limited liability company or foreign limited liability company authorized to transact business in this state may change its registered office or resident agent, or both, upon filing with the administrator a statement executed as provided in section 103 and setting forth all of the following:
(a) The name of the limited liability company.
(b) The address of its then registered office and the new address if the registered office is to be changed.
(c) The name of its then resident agent and the name of the successor if the resident agent is to be changed.
(d) A statement that the address of the registered office and the address of the resident agent are identical.
(e) A statement that the change was authorized in accordance with an operating agreement, or, if not provided for in an operating agreement, by affirmative vote of a majority of the members voting in accordance with section 502(1) or managers voting in accordance with section 405.
(2) If a resident agent changes its business or residence address to another place within this state, the resident agent may change the address of the registered office of the domestic or foreign limited liability company of which the person is a resident agent by filing a statement as required in subsection (1) and mailing a copy of the statement to the limited liability company. The statement need only to be signed by the resident agent and need not contain the statement required by subsection (1)(e).
History:
1993, Act 23, Eff. June 1, 1993
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 2 - (450.4201...450.4216) › Section 450.4210 - Limited Liability Company; Powers.

450.4210 Limited liability company; powers.
Sec. 210.
Subject to the limitations provided in this act, any other statute of this state, or its articles of organization, a limited liability company has all powers necessary or convenient to effect any purpose for which the company is formed, including all powers granted to corporations in the business corporation act, 1972 PA 284, MCL 450.1101 to 450.2098.
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 2 - (450.4201...450.4216) › Section 450.4211 - Validity of Action or Transfer of Property; Asserting Lack of Capacity or Power.

450.4211 Validity of action or transfer of property; asserting lack of capacity or power.
Sec. 211.
An act of a limited liability company and a transfer of real or personal property to or by a limited liability company, otherwise lawful, is not invalid because the company was without capacity or power to do the act or make or receive the transfer, except that the lack of capacity or power may be asserted in any of the following:
(a) In an action by a member against the company to enjoin the doing of an act or the transfer of real or personal property by or to the company.
(b) In an action by or in the right of the company to procure a judgment in its favor against an incumbent or former member or manager of the company for loss or damage due to an unauthorized act of that member or manager.
(c) In an action or special proceeding by the attorney general to dissolve the company or to enjoin it from the transaction of unauthorized business.
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 2 - (450.4201...450.4216) › Section 450.4212 - Interest Rate; Agreement.

450.4212 Interest rate; agreement.
Sec. 212.
A domestic or foreign limited liability company, whether or not formed at the request of a lender, may agree in writing to pay any rate of interest as long as that rate of interest is not in excess of the rate set forth in Act No. 259 of the Public Acts of 1968, being sections 438.41 to 438.42 of the Michigan Compiled Laws.
History:
1993, Act 23, Eff. June 1, 1993
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 2 - (450.4201...450.4216) › Section 450.4213 - Registered Office or Principal Place of Business; Documents Required to Be Kept.

450.4213 Registered office or principal place of business; documents required to be kept.
Sec. 213.
A limited liability company shall keep at its registered office or principal place of business in this state all of the following:
(a) A current list of the full name and last known address of each member and manager.
(b) A copy of the articles or restated articles of organization, together with any amendments to the articles.
(c) Copies of the limited liability company's federal, state, and local tax returns and reports, if any, for the 3 most recent years.
(d) Copies of any financial statements of the limited liability company for the 3 most recent years.
(e) Copies of operating agreements.
(f) Copies of records that would enable a member to determine the members' relative shares of the limited liability company's distributions and the members' relative voting rights.
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 2 - (450.4201...450.4216) › Section 450.4214 - Conflict Between Articles of Organization and Operating Agreement.

450.4214 Conflict between articles of organization and operating agreement.
Sec. 214.
If there is a conflict between the articles of organization and an operating agreement of a limited liability company, the articles of organization shall control.
History:
Add. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 2 - (450.4201...450.4216) › Section 450.4215 - Operating Agreement Unenforceable.

450.4215 Operating agreement unenforceable.
Sec. 215.
An operating agreement of a limited liability company that has 1 member is not unenforceable because only 1 person is a party to the operating agreement.
History:
Add. 2002, Act 686, Imd. Eff. Dec. 30, 2002