reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1713 - Merger of Parent and Subsidiary Corporations; Approval of Shareholders.

450.1713 Merger of parent and subsidiary corporations; approval of shareholders.
Sec. 713.
(1) Approval by shareholders of a subsidiary corporation shall be obtained pursuant to its articles of incorporation, if the articles require approval of a merger by the affirmative vote of holders of more than the percentage of the shares of any class or series of the corporation then owned by the parent corporation.
(2) Approval of the shareholders of the parent corporation shall be obtained in either of the following cases:
(a) If its articles require shareholder approval of the merger.
(b) Pursuant to section 703a, if the plan of merger contains a provision which would amend any part of the articles of the parent corporation into which a subsidiary corporation is being merged, or a subsidiary corporation is to be the surviving 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) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1721-450.1723 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1721-450.1723 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed sections pertained to surviving or new corporation, the effect of merger or consolidation on articles of incorporation.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1724 - Merger; Applicable Provisions; Share Exchange.

450.1724 Merger; applicable provisions; share exchange.
Sec. 724.
(1) When a merger takes effect, all of the following apply:
(a) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation party to the merger except the surviving corporation ceases.
(b) The title to all real estate and other property and rights owned by each corporation party to the merger are vested in the surviving corporation without reversion or impairment.
(c) The surviving corporation may use the corporate name and the assumed names of any merging corporation, if the filings required under section 217(3) and (4) are made.
(d) The surviving corporation has all liabilities of each corporation party to the merger.
(e) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.
(f) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger.
(g) The shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted.
(2) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan.
History:
Add. 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) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1731-450.1734 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1731-450.1734 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed sections pertained to merger or consolidation of foreign and domestic corporations, and application of MCL 450.1704 to surviving domestic corporation.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1735 - Foreign Corporations and Domestic Corporations; Merger or Share Exchange; Compliance; Liability; Power of Foreign Corporation Not Limited.

450.1735 Foreign corporations and domestic corporations; merger or share exchange; compliance; liability; power of foreign corporation not limited.
Sec. 735.
(1) One or more foreign corporations may merge or enter into a share exchange with 1 or more domestic corporations if all of the following that apply are met:
(a) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger. If the parent corporation in a merger conducted pursuant to section 711 is a foreign corporation, it shall comply, notwithstanding the provisions of the laws of its jurisdiction of incorporation, with both of the following:
(i) Section 711(2) with respect to notice to shareholders of a domestic subsidiary corporation that is a party to the merger.
(ii) Section 712 with respect to the certificate of merger.
(b) In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated.
(c) Each domestic corporation complies with the applicable provisions of sections 701 through 713.
(d) Each foreign corporation authorized to transact business in this state complies with section 1021 or 1035, as applicable.
(2) If the surviving corporation of a merger or the acquiring corporation in a share exchange is to be governed by the laws of a jurisdiction other than this state, it shall comply with the provisions of this act with respect to foreign corporations if it is to transact business in this state. The surviving corporation in a merger is liable, and is subject to service of process in a proceeding in this state, for the enforcement of an obligation of a domestic corporation that is party to the merger, and in a proceeding for the enforcement of a right of a dissenting shareholder of a domestic corporation against the surviving corporation.
(3) This section does not limit the power of a foreign corporation to acquire all or part of the shares of 1 or more classes or series of a domestic corporation through a voluntary exchange or otherwise.
History:
Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2006, Act 72, Imd. Eff. Mar. 20, 2006
Compiler's Notes:
Former MCL 450.1735, which pertained to certificate of merger or consolidation of domestic and foreign corporations, was repealed by Act 303 of 1974, Imd. Eff. Oct. 21, 1974.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1741 - Abandonment of Merger or Share Exchange.

450.1741 Abandonment of merger or share exchange.
Sec. 741.
At any time before the effective date of a certificate of merger or share exchange, the merger or share exchange may be abandoned, subject to any contractual rights, without further shareholder action, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board. If a certificate of merger or share exchange has been filed by a corporation, it shall file a certificate of abandonment within 10 days after the abandonment, but not later than the proposed effective day.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1751 - Disposition of Corporate Property and Assets; Approval by Shareholders.

450.1751 Disposition of corporate property and assets; approval by shareholders.
Sec. 751.
(1) A corporation may take any of the following actions upon the terms and conditions and for a consideration, which may consist in whole or in part of cash or other property, including shares, bonds, or other securities of any other domestic or foreign corporation authorized by its board of directors:
(a) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property and assets in the usual and regular course of its business.
(b) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property and assets following shareholder approval of dissolution under section 804 if either of the following applies:
(i) The shares held by the shareholders who would be entitled to vote on a sale of assets under section 753 satisfy the requirements of section 762(2)(a) on the effective date of the dissolution.
(ii) The disposition of assets is pursuant to a plan of dissolution providing for the distribution of substantially all of the corporation's net assets to shareholders in accordance with their respective interests within 1 year after the date of the closing of the sale or other disposition, and the disposition is for cash or for shares that satisfy the requirements of section 762(2)(a) on the date of closing, or for any combination thereof.
(c) Transfer any or all of its property and assets to another corporation all of the shares of which are owned, or to another entity wholly owned, by the corporation, whether or not in the usual and regular course of business.
(d) Mortgage or pledge any or all of its property and assets whether or not in the usual and regular course of business.
(2) Unless otherwise provided in the articles of incorporation, approval by the shareholders of a transaction described in subsection (1) is not required.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- 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) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1754 - Rights of Shareholders.

450.1754 Rights of shareholders.
Sec. 754.
Shareholders of a corporation that proposes to issue, directly or through a subsidiary, its shares, obligations, or securities in the course of a merger, acquisition of some or all of the outstanding shares of another corporation or interests in another entity, or acquisition of some or all of the assets other than cash of a corporation or other entity, have the rights to receive notice and to vote on the proposed merger or acquisition provided in section 703a(2) and to receive dissenters' rights as provided in section 762 if both of the following apply:
(a) The securities to be issued or delivered in the acquisition are or may be converted into shares of the acquiring corporation's common stock.
(b) The number of the acquiring corporation's common shares to be issued or delivered, plus those initially issuable upon conversion or exchange of any other securities to be issued or delivered, will exceed 100% of the number of its common shares outstanding immediately prior to the acquisition plus the number of its common shares, if any, initially issuable upon conversion or exchange of any other securities then outstanding.
History:
Add. 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) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1761 - Definitions.

450.1761 Definitions.
Sec. 761.
As used in sections 762 to 774:
(a) "Beneficial shareholder" means the person who is a beneficial owner of shares held by a nominee as the record shareholder.
(b) "Corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving corporation by merger of that issuer.
(c) "Dissenter" means a shareholder who is entitled to dissent from corporate action under section 762 and who exercises that right when and in the manner required by sections 764 through 772.
(d) "Fair value", with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.
(e) "Interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.
(f) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
(g) "Shareholder" means the record or beneficial shareholder.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1988, Act 58, Eff. Apr. 1, 1988 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
Compiler's Notes:
Section 2 of Act 58 of 1988 provides: “This amendatory act shall not apply to any domestic corporation before June 1, 1989, unless the corporation's board of directors adopts a resolution, pursuant to this section, electing to have this act apply to the corporation. The resolution shall specify the date after January 1, 1988 and before June 1, 1989 on which this act will apply to the corporation. The resolution shall be filed with the department of commerce, corporation and securities bureau, on or before the date that the act will apply to the corporation.”
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1763 - Rights of Partial Dissenter; Assertion of Dissenters' Rights by Beneficial Shareholder.

450.1763 Rights of partial dissenter; assertion of dissenters' rights by beneficial shareholder.
Sec. 763.
(1) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his or her name only if he or she dissents with respect to all shares beneficially owned by any 1 person and notifies the corporation in writing of the name and address of each person on whose behalf he or she asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which he or she dissents and his or her other shares were registered in the names of different shareholders.
(2) A beneficial shareholder may assert dissenters' rights as to shares held on his or her behalf only if all of the following apply:
(a) He or she submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights.
(b) He or she does so with respect to all shares of which he or she is the beneficial shareholder or over which he or she has power to direct the vote.
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) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1764 - Corporate Action Creating Dissenters' Rights; Vote of Shareholders; Notice.

450.1764 Corporate action creating dissenters' rights; vote of shareholders; notice.
Sec. 764.
(1) If a proposed corporate action that creates dissenters' rights under section 762 is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this act and be accompanied by a copy of sections 761 to 774.
(2) Except as provided in subsection (3), if a corporate action that creates dissenters' rights under section 762 is taken without a vote of shareholders, the corporation shall notify in writing all shareholders that are entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in section 766. A shareholder that consents to the corporate action is not entitled to assert dissenters' rights.
(3) If a corporate action creates dissenters' rights under section 762(1)(a)(ii) or (b)(ii), an offer made under section 703a(3) must state that shareholders are or may be entitled to assert dissenters' rights under this act and be accompanied by a copy of sections 761 to 774 and the dissenters' notice described in section 766.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- 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) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1765 - Notice of Intent to Demand Payment for Shares.

450.1765 Notice of intent to demand payment for shares.
Sec. 765.
(1) If a proposed corporate action that creates dissenters' rights under section 762 is submitted to a vote at a shareholders' meeting, a shareholder that wishes to assert dissenters' rights must deliver to the corporation before the vote is taken written notice of his, her, or its intent to demand payment for his, her, or its shares if the proposed action is effectuated and must not vote his, her, or its shares in favor of the proposed action.
(2) If a corporate action creates dissenters' rights under section 762(1)(a)(ii) or (b)(ii), a shareholder that wishes to assert dissenters' rights must deliver to the corporation before the shares are purchased pursuant to the offer written notice of his, her, or its intent to demand payment for his, her, or its shares if the proposed action is taken and must not tender, or cause or permit to be tendered, any shares in response to the offer.
(3) A shareholder that does not satisfy the requirements of subsection (1) or (2), as applicable, is not entitled to payment for his, her, or its shares under this act.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- 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) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1766 - Dissenters' Notice; Delivery to Shareholders; Contents.

450.1766 Dissenters' notice; delivery to shareholders; contents.
Sec. 766.
(1) If proposed corporate action creating dissenters' rights under section 762 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 765.
(2) The dissenters' notice must be sent no later than 10 days after the corporate action was taken, and must provide all of the following:
(a) State where the payment demand must be sent and where and when certificates for shares represented by certificates must be deposited.
(b) Inform holders of shares without certificates to what extent transfer of the shares will be restricted after the payment demand is received.
(c) Supply a form for the payment demand that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether he or she acquired beneficial ownership of the shares before the date.
(d) Set a date by which the corporation must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the subsection (1) notice is delivered.
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) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1767 - Duties of Shareholder Sent Dissenter's Notice; Retention of Rights; Failure to Demand Payment or Deposit Share Certificates.

450.1767 Duties of shareholder sent dissenter's notice; retention of rights; failure to demand payment or deposit share certificates.
Sec. 767.
(1) A shareholder sent a dissenter's notice described in section 766 must demand payment, certify whether he or she acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to section 766(2)(c), and deposit his or her certificates in accordance with the terms of the notice.
(2) The shareholder who demands payment and deposits his or her share certificates under subsection (1) retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.
(3) A shareholder who does not demand payment or deposit his or her share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his or her shares under this act.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1985, Act 76, Imd. Eff. July 5, 1985 ;-- 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) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1768 - Restriction on Transfer of Shares Without Certificates; Retention of Rights.

450.1768 Restriction on transfer of shares without certificates; retention of rights.
Sec. 768.
(1) The corporation may restrict the transfer of shares without certificates from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 770.
(2) The person for whom dissenters' rights are asserted as to shares without certificates retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1985, Act 76, Imd. Eff. July 5, 1985 ;-- 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) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1768a - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1768a Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to referees.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1769 - Payment by Corporation to Dissenter; Accompanying Documents.

450.1769 Payment by corporation to dissenter; accompanying documents.
Sec. 769.
(1) Except as provided in section 771, within 7 days after the proposed corporate action is taken or a payment demand is received, whichever occurs later, the corporation shall pay each dissenter who complied with section 767 the amount the corporation estimates to be the fair value of his or her shares, plus accrued interest.
(2) The payment must be accompanied by all of the following:
(a) The corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and if available the latest interim financial statements.
(b) A statement of the corporation's estimate of the fair value of the shares.
(c) An explanation of how the interest was calculated.
(d) A statement of the dissenter's right to demand payment under section 772.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1770 - Return of Deposited Certificates and Release of Transfer Restrictions; Effect of Corporation Taking Proposed Action.

450.1770 Return of deposited certificates and release of transfer restrictions; effect of corporation taking proposed action.
Sec. 770.
(1) If the corporation does not take the proposed action within 60 days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on shares without certificates.
(2) If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under section 766 and repeat the payment demand procedure.
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) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1771 - Election to Withhold Payment From Dissenter; Offer to Pay Estimated Fair Value of Shares, Plus Accrued Interest; Statements; Explanation.

450.1771 Election to withhold payment from dissenter; offer to pay estimated fair value of shares, plus accrued interest; statements; explanation.
Sec. 771.
(1) A corporation may elect to withhold payment required by section 769 from a dissenter unless he or she was the beneficial owner of the shares before the date set forth in the dissenters' notice pursuant to section 766(2)(c).
(2) To the extent the corporation elects to withhold payment under subsection (1), after taking the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall offer to pay this amount to each dissenter who shall agree to accept it in full satisfaction of his or her demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under section 772.
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) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1772 - Demand for Payment of Dissenter's Estimate or Rejection of Corporation's Offer and Demand for Payment of Fair Value and Interest Due; Waiver.

450.1772 Demand for payment of dissenter's estimate or rejection of corporation's offer and demand for payment of fair value and interest due; waiver.
Sec. 772.
(1) A dissenter may notify the corporation in writing of his or her own estimate of the fair value of his or her shares and amount of interest due, and demand payment of his or her estimate, less any payment under section 769, or reject the corporation's offer under section 771 and demand payment of the fair value of his or her shares and interest due, if any 1 of the following applies:
(a) The dissenter believes that the amount paid under section 769 or offered under section 771 is less than the fair value of his or her shares or that the interest due is incorrectly calculated.
(b) The corporation fails to make payment under section 769 within 60 days after the date set for demanding payment.
(c) The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on shares without certificates within 60 days after the date set for demanding payment.
(2) A dissenter waives his or her right to demand payment under this section unless he or she notifies the corporation of his or her demand in writing under subsection (1) within 30 days after the corporation made or offered payment for his or her shares.
History:
Add. 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) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1773 - Petitioning Court to Determine Fair Value of Shares and Accrued Interest; Failure of Corporation to Commence Proceeding; Venue; Parties; Service; Jurisdiction; Appraisers; Discovery Rights; Judgment.

450.1773 Petitioning court to determine fair value of shares and accrued interest; failure of corporation to commence proceeding; venue; parties; service; jurisdiction; appraisers; discovery rights; judgment.
Sec. 773.
(1) If a demand for payment under section 772 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(2) The corporation shall commence the proceeding in the circuit court of the county in which the corporation's principal place of business or registered office is located. If the corporation is a foreign corporation without a registered office or principal place of business in this state, it shall commence the proceeding in the county in this state where the principal place of business or registered office of the domestic corporation whose shares are to be valued was located.
(3) The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
(4) The jurisdiction of the court in which the proceeding is commenced under subsection (2) is plenary and exclusive. The court may appoint 1 or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
(5) Each dissenter made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of his or her shares, plus interest, exceeds the amount paid by the corporation or for the fair value, plus accrued interest, of his or her after-acquired shares for which the corporation elected to withhold payment under section 771.
History:
Add. 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) › 284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774) › Section 450.1774 - Costs of Appraisal Proceeding.

450.1774 Costs of appraisal proceeding.
Sec. 774.
(1) The court in an appraisal proceeding commenced under section 773 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under section 772.
(2) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable in the following manner:
(a) Against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of sections 764 through 772.
(b) Against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this act.
(3) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to those counsel reasonable fees paid out of the amounts awarded the dissenters who were benefited.
History:
Add. 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) › 284-1972-7A - Chapter 7a (450.1775...450.1784) › Section 450.1775 - Meanings of Words and Phrases; Inconsistent Provisions.

450.1775 Meanings of words and phrases; inconsistent provisions.
Sec. 775.
(1) For purposes of this chapter, the words and phrases in sections 776, 777, 778, and 779 have the meanings ascribed to them in those sections.
(2) To the extent that the provisions of this chapter alter voting rights or are otherwise inconsistent with other provisions of this act, the provisions of this chapter shall control.
History:
Add. 1984, Act 115, Imd. Eff. May 29, 1984
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-7A - Chapter 7a (450.1775...450.1784) › Section 450.1777 - Definitions; C, D.

450.1777 Definitions; C, D.
Sec. 777.
(1) "Common stock" means any stock other than preferred or preference stock.
(2) "Control", "controlling", "controlled by", or "under common control with" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. The beneficial ownership of 10% or more of the voting shares of a corporation shall create a presumption of control.
(3) "Determination date" means the date on which an interested shareholder first became an interested shareholder.
History:
Add. 1984, Act 115, Imd. Eff. May 29, 1984
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-7A - Chapter 7a (450.1775...450.1784) › Section 450.1779 - Definitions; V.

450.1779 Definitions; V.
Sec. 779.
(1) "Valuation date" means:
(a) In a business combination voted upon by shareholders, the day prior to the date of the shareholders vote or the day which is 20 calendar days prior to the consummation of the business combination, whichever is later.
(b) In a business combination not voted upon by shareholders, the date of the consummation of the business combination.
(2) "Voting shares" means those shares of a corporation entitled to vote generally in the election of directors.
History:
Add. 1984, Act 115, Imd. Eff. May 29, 1984
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-7A - Chapter 7a (450.1775...450.1784) › Section 450.1780 - Advisory Statement and Approval.

450.1780 Advisory statement and approval.
Sec. 780.
In addition to any vote otherwise required by law or the articles of the corporation, a business combination shall require an advisory statement from the board of directors and approval by an affirmative vote of both of the following:
(a) Not less than 90% of the votes of each class of stock entitled to be cast by the shareholders of the corporation.
(b) Not less than 2/3 of the votes of each class of stock entitled to be cast by the shareholders of the corporation other than voting shares beneficially owned by the interested shareholder who is, or whose affiliate is, a party to the business combination or an affiliate or associate of the interested shareholder.
History:
Add. 1984, Act 115, Imd. Eff. May 29, 1984 ;-- Am. 1989, Act 31, Imd. Eff. May 24, 1989
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-7A - Chapter 7a (450.1775...450.1784) › Section 450.1782 - Applicability of MCL 450.1780; Resolution.

450.1782 Applicability of MCL 450.1780; resolution.
Sec. 782.
(1) Whether or not a business combination is authorized or consummated in whole or in part after the effective date of this chapter or after the interested shareholder became an interested shareholder, the requirements of section 780 shall not apply to business combinations that specifically, generally, or generally by types, as to specifically identified or unidentified existing or future interested shareholders or their affiliates, have been approved or exempted from the requirements of section 780 by resolution of the board of directors of the corporation pursuant to either of the following:
(a) Not later than 4 months after the effective date of this chapter or an earlier date as may be irrevocably established by resolution of the board of directors.
(b) If involving transactions with a particular interested shareholder or its existing or future affiliates, at any time prior to the time that the interested shareholder first became an interested shareholder.
(2) Unless by its terms a resolution adopted under this section is made irrevocable, the resolution may be altered or repealed by the board of directors, but this action shall not affect any business combinations that have been consummated, or which are the subject of an existing agreement entered into, prior to the alteration or repeal.
History:
Add. 1984, Act 115, Imd. Eff. May 29, 1984
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-7A - Chapter 7a (450.1775...450.1784) › Section 450.1783 - Applicability of MCL 450.1780; Interested Shareholder; Resolution; Election.

450.1783 Applicability of MCL 450.1780; interested shareholder; resolution; election.
Sec. 783.
(1) Unless the articles or bylaws of a corporation specifically provide otherwise, the requirements of section 780 shall not apply to business combinations of a corporation that on the effective date of this chapter had an existing interested shareholder, whether the business combination is with the existing shareholder, with any other person that becomes an interested shareholder after the effective date of this chapter, or a present or future affiliate of an existing interested shareholder. However, at any time after the effective date of this chapter, the board of directors of the corporation may elect by resolution to be subject, in whole or in part, as to specifically identified or unidentified interested shareholders, to the requirements of section 780.
(2) The articles or bylaws of a corporation may provide that if the board of directors adopts a resolution under subsection (1), the resolution shall be subject to approval of the shareholders in the manner and by the vote specified in the articles or bylaws.
(3) An election under this section may be added to but may not be altered or repealed except by an amendment to the articles of incorporation which was adopted by a vote of shareholders pursuant to the requirements of section 784(1)(b).
History:
Add. 1984, Act 115, Imd. Eff. May 29, 1984
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-7A - Chapter 7a (450.1775...450.1784) › Section 450.1784 - Business Corporations Exempt From Requirements of MCL 450.1780.

450.1784 Business corporations exempt from requirements of MCL 450.1780.
Sec. 784.
Unless a corporation's articles of incorporation provide otherwise, the requirements of section 780 do not apply to any business combination of any of the following:
(a) A corporation that does not have a class of voting stock registered with the Securities and Exchange Commission pursuant to section 12 of the securities exchange act of 1934, 15 USC 78l.
(b) A corporation whose original articles of incorporation contain a provision or whose shareholders adopt an amendment to the articles of the corporation after May 29, 1984 by a vote of at least 90% of the votes of each class of stock entitled to be cast by the shareholders of the corporation and at least 2/3 of the votes of each class of stock entitled to be cast by the shareholders of the corporation other than voting shares beneficially owned by interested shareholders of the corporation, that expressly elects not to be governed by this chapter.
(c) An investment company that is registered under the investment company act of 1940, 15 USC 80a-1 to 80a-64.
History:
Add. 1984, Act 115, Imd. Eff. May 29, 1984 ;-- Am. 1989, Act 31, Imd. Eff. May 24, 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) › 284-1972-7B - Chapter 7b Control Share Acquisitions (450.1790...450.1799) › Section 450.1790-450.1799 - Repealed. 2008, Act 402, Imd. Eff. Jan. 6, 2009.

450.1790-450.1799 Repealed. 2008, Act 402, Imd. Eff. Jan. 6, 2009.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1801 - Methods of Dissolution.

450.1801 Methods of dissolution.
Sec. 801.
(1) A corporation may be dissolved in any of the following ways:
(a) Automatically by expiration of a period of duration to which the corporation is limited by its articles of incorporation.
(b) By action of the incorporators or directors under section 803.
(c) By action of the board and the shareholders under section 804.
(d) Pursuant to an agreement under section 488, effected by filing a certificate under section 805.
(e) By a judgment of the circuit court in an action brought under this act or otherwise.
(f) Automatically, under section 922, for failure to file an annual report or pay the filing fee.
(2) A corporation whose assets have been wholly disposed of under court order in receivership or bankruptcy proceedings may be summarily dissolved by order of the court having jurisdiction of the proceedings. A copy of the order shall be filed by the clerk of the court with the administrator.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1803 - Conditions to Dissolution by Incorporators or Directors; Certificate of Dissolution.

450.1803 Conditions to dissolution by incorporators or directors; certificate of dissolution.
Sec. 803.
(1) A corporation may be dissolved by action of its incorporators or directors, if the corporation complies with all of the following conditions:
(a) Has not commenced business.
(b) Has not issued any shares.
(c) Has no debts or other liabilities.
(d) Has received no payments on subscriptions for its shares, or, if it has received payments, has returned them to those entitled thereto, less any part thereof disbursed for expenses.
(2) The dissolution of the corporation shall be effected by a majority of the incorporators or directors, executing and filing a certificate of dissolution stating:
(a) The name of the corporation.
(b) That the corporation has not commenced business and has issued no shares, and has no debts or other liabilities.
(c) That the corporation has received no payments on subscriptions to its shares, or, if it has received payments, has returned them to those entitled thereto, less any part thereof disbursed for expenses.
(d) That a majority of the incorporators or directors have elected that the corporation be dissolved.
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) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1804 - Dissolution by Action of Board and Shareholders; Certificate of Dissolution.

450.1804 Dissolution by action of board and shareholders; certificate of dissolution.
Sec. 804.
(1) A corporation may be dissolved by action of its board and shareholders as provided in this section.
(2) A corporation's board may propose dissolution of a corporation for action by the shareholders.
(3) If it proposes a dissolution, the board must recommend the dissolution to the shareholders unless section 529 applies or the board determines that because of conflict of interest or other special circumstances it should make no recommendation. If the board does not recommend the dissolution to the shareholders, or recommends against the dissolution, in either case because 1 or more of the exceptions described in this subsection apply, the board must communicate to the shareholders the basis for its decision.
(4) A board may condition its submission of the proposal for dissolution of a corporation to the shareholders on any basis.
(5) A proposed dissolution of a corporation shall be submitted for approval at a meeting of shareholders. Notice shall be given to each shareholder of record whether or not entitled to vote at the meeting within the time and in the manner as provided in this act for the giving of notice of meetings of shareholders, and shall state that a purpose of the meeting is to vote on dissolution of the corporation.
(6) At the meeting described in subsection (5), the shareholders shall vote on the proposed dissolution. The dissolution is approved if it receives the affirmative vote of the holders of a majority of the outstanding shares of the corporation entitled to vote on the dissolution.
(7) If the dissolution of a corporation is approved, it shall be effected by the execution and filing of a certificate of dissolution on behalf of the corporation that states all of the following:
(a) The name of the corporation.
(b) The date and place of the meeting of shareholders at which the dissolution was approved.
(c) A statement that dissolution was proposed and approved by the requisite vote of the board and shareholders.
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) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1805 - Dissolution; Execution and Filing Certificate.

450.1805 Dissolution; execution and filing certificate.
Sec. 805.
Dissolution pursuant to an agreement under section 488 is effected by executing and filing a certificate of dissolution on behalf of the corporation, stating the name of the corporation and that the corporation is dissolved pursuant to an agreement under section 488.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- 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