reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 6 - (450.4601...450.4604) › Section 450.4603 - Articles of Organization; Certificate of Amendment; Filing; Contents.

450.4603 Articles of organization; certificate of amendment; filing; contents.
Sec. 603.
The articles of organization are amended by filing a certificate of amendment signed as provided in section 103 that contains all of the following:
(a) The name of the limited liability company.
(b) The date of filing of its original articles of organization.
(c) The entire article or articles being amended, or the section or sections being amended if the article being amended is divided into identified sections.
(d) A statement that the amendment or amendments were approved by the unanimous vote of all of the members entitled to vote or by a majority in interest if an operating agreement authorizes amendment of the articles of organization by majority vote.
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 6 - (450.4601...450.4604) › Section 450.4604 - Restated Articles of Organization.

450.4604 Restated articles of organization.
Sec. 604.
(1) A limited liability company may integrate into a single instrument the provisions of its articles of organization that are then in effect and operative by filing restated articles of organization executed as provided in section 103.
(2) A limited liability company may include amendments to its articles of organization in restated articles of organization filed under subsection (1). An amendment to the articles of organization of a limited liability company in connection with the integration and restatement of the articles under this section is subject to any other provision of this act that would apply if a certificate of amendment were filed to effect the amendment, including the requirement of member approval.
(3) A limited liability company shall specifically designate restated articles of organization filed under this section as such in the heading and shall state, either in the heading or in an introductory paragraph, the present name of the limited liability company, all of the former names of the limited liability company if the name has changed, and the date of filing of its original articles of organization. If the restated articles include a further amendment under subsection (2), the articles shall state that the amendment was approved by 1 of the following:
(a) If an operating agreement establishes a vote requirement for amending the articles of organization, by the vote required under the operating agreement.
(b) If subdivision (a) does not apply, by a unanimous vote of all of the members entitled to vote on the amendment.
(4) When its restated articles of organization become effective under section 104, the limited liability company's original articles of organization are superseded and the restated articles are the articles of organization of the company.
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 7 - (450.4701...450.4709) › Section 450.4701 - Domestic Limited Liability Companies; Merger; Plan.

450.4701 Domestic limited liability companies; merger; plan.
Sec. 701.
(1) Two or more domestic limited liability companies may merge pursuant to a plan of merger approved as provided in section 702.
(2) The plan of merger shall set forth all of the following:
(a) The name of each constituent company and the name of the surviving company.
(b) The terms and conditions of the proposed merger, including the manner and basis of converting the membership interests in each limited liability company into membership interests in the surviving company, or into cash or other property, or into a combination thereof.
(c) A statement of any amendment to the articles of organization of the surviving company to be effected by the merger or any restatement of the articles of organization, or a statement that no changes are to be made in the articles of organization of the surviving company.
(d) Other provisions with respect to the proposed merger that the constituent companies consider necessary or desirable.
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 1994, Act 410, Imd. Eff. Dec. 29, 1994 ;-- 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 7 - (450.4701...450.4709) › Section 450.4702 - Merger; Approval of Plan by Members; Withdrawal and Distribution.

450.4702 Merger; approval of plan by members; withdrawal and distribution.
Sec. 702.
(1) A plan of merger shall be submitted to the members of each constituent company for approval. A unanimous vote of the members entitled to vote in each constituent company is required to approve a merger, unless an operating agreement of a constituent company provides otherwise.
(2) If an operating agreement of a constituent company provides for approval of a merger by less than unanimous vote of members entitled to vote and the merger is approved, a member that did not vote in favor of the merger may withdraw from the limited liability company and receive, within a reasonable time, the fair value of the member's interest in the limited liability company, based upon the member's share of distributions as determined under section 303.
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 1994, Act 410, Imd. Eff. Dec. 29, 1994 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- 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 7 - (450.4701...450.4709) › Section 450.4703 - Plan of Merger; Execution; Certificate; Contents and Effectiveness.

450.4703 Plan of merger; execution; certificate; contents and effectiveness.
Sec. 703.
(1) After a plan of merger is approved, a certificate of merger shall be executed as provided in section 103 and filed on behalf of each constituent company. The certificate shall set forth all of the following:
(a) The statements required by section 701(2)(a) and (c).
(b) A statement that the plan of merger has been approved by the members of the constituent company in accordance with section 702(1).
(c) A statement of any assumed names of merging limited liability companies transferred to the surviving company as authorized by section 206(6), specifying each transferred assumed name and the name of the limited liability company from which it is transferred. The certificate may include a statement of limited liability company names or assumed names of merging limited liability companies that are to be treated as newly filed assumed names of the survivor pursuant to section 206(7).
(d) The effective date of the merger if later than the date the certificate of merger is filed.
(2) The certificate of merger is effective in accordance with section 104.
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 1994, Act 410, Imd. Eff. Dec. 29, 1994 ;-- 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 7 - (450.4701...450.4709) › Section 450.4704 - Merger; Provisions.

450.4704 Merger; provisions.
Sec. 704.
When a merger takes effect, all of the following apply:
(a) Every other constituent company merges into the surviving company and the separate existence of every constituent company except the surviving company ceases.
(b) All property, real, personal, and mixed, all debts due on whatever account, including promises to make contributions, all other choses in action, and any other interest of or belonging to or due to each constituent company are vested in the surviving company without further act or deed and without reversion or impairment.
(c) The surviving company may use the name and the assumed names of any constituent company, if the filings required under section 206(6) and (7) are made.
(d) The surviving company has all of the liabilities of each constituent company.
(e) A proceeding pending against any constituent company may be continued as if the merger had not occurred or the surviving company may be substituted in the proceeding for the limited liability company whose existence ceased.
(f) The articles of organization of the surviving company are amended to the extent provided in the certificate of merger.
(g) The membership interests in each constituent company are converted into membership interests in the surviving company, cash, or other property as provided in the plan of merger.
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 7 - (450.4701...450.4709) › Section 450.4705 - Merger of Foreign Limited Liability Companies With Domestic Limited Liability Companies; Conditions; Compliance and Liability of Surviving Company.

450.4705 Merger of foreign limited liability companies with domestic limited liability companies; conditions; compliance and liability of surviving company.
Sec. 705.
(1) One or more foreign limited liability companies may merge with 1 or more domestic limited liability companies if both of the following are satisfied:
(a) The merger is permitted by the law of the jurisdiction under whose law each foreign constituent company is organized and each foreign constituent company complies with that law in effecting the merger.
(b) Each domestic constituent company complies with the provisions of sections 701 through 703.
(2) If the surviving company 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 limited liability companies if it is to transact business in this state.
(3) The surviving company is liable for, and is subject to service of process in a proceeding in this state for the enforcement of, any obligation of a domestic constituent company, including any obligation to a member of the domestic constituent company who has dissented from the merger and withdrawn pursuant to section 702(2).
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 1994, Act 410, Imd. Eff. Dec. 29, 1994 ;-- 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 7 - (450.4701...450.4709) › Section 450.4706 - Abandoning Plan of Merger; Procedure.

450.4706 Abandoning plan of merger; procedure.
Sec. 706.
(1) Unless a plan of merger provides otherwise, at any time before the effective date of a certificate of merger, the merger may be abandoned in accordance with the procedure set forth in the plan of merger or, if no procedure to abandon the merger is set forth in the plan of merger, by the unanimous vote of the members entitled to vote in each domestic limited liability company that is a constituent entity, unless an operating agreement of a domestic limited liability company provides otherwise.
(2) If a certificate of merger has been filed by a constituent domestic limited liability company, it shall file a certificate of abandonment within 10 days after the abandonment but not later than the effective date of the certificate of merger.
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 1994, Act 410, Imd. Eff. Dec. 29, 1994 ;-- 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 7 - (450.4701...450.4709) › Section 450.4707 - Conversion of Domestic Partnership or Domestic Limited Partnership to Limited Liability Company.

450.4707 Conversion of domestic partnership or domestic limited partnership to limited liability company.
Sec. 707.
(1) A domestic partnership or domestic limited partnership may convert to a limited liability company in accordance with this section.
(2) The terms and conditions of a conversion under this section shall be approved by the partners in the manner provided in the partnership agreement for amendments to the partnership agreement or, if no provision for amendments to the partnership agreement is made in the partnership agreement, by all of the partners.
(3) If a conversion under this section is approved, the converting partnership or limited partnership shall file both of the following:
(a) Articles of organization that comply with section 203.
(b) A certificate of conversion, stating the name of the partnership or limited partnership and the date it was formed. In the case of a limited partnership, the certificate of conversion shall include a statement that the certificate of limited partnership is canceled as of the effective date of the articles of organization.
(4) If a limited partnership converts to a limited liability company under this section, the certificate of limited partnership is canceled as of the effective date of the articles of organization.
(5) If a conversion under this section takes effect, the limited liability company is considered the same entity that existed before the conversion. All property and rights of the converting partnership or limited partnership remain vested in the converted limited liability company. All liabilities of the converting partnership or limited partnership continue as liabilities of the converted limited liability company. An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion under this section had not occurred. The liability, if any, of a general partner of the converting partnership or limited partnership for acts or omissions that occurred before a conversion under this section is not affected by a conversion under this section.
History:
Add. 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 8 - (450.4801...450.4808) › Section 450.4801 - Dissolution and Winding Up; Conditions.

450.4801 Dissolution and winding up; conditions.
Sec. 801.
A limited liability company is dissolved and its affairs shall be wound up when the first of the following occurs:
(a) Automatically, if a time specified in the articles of organization is reached.
(b) If a vote of the members or other event specified in the articles of organization or in an operating agreement takes place.
(c) The members entitled to vote unanimously vote for dissolution.
(d) Automatically, if a decree of judicial dissolution is entered.
(e) A majority of the organizers of the limited liability company vote for dissolution, if the limited liability company has not commenced business; has not issued any membership interests; has no debts or other liabilities; and has not received any payments, or has returned any payments it has received after deducting any amount disbursed for payment of expenses, for subscriptions for its membership interests.
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 8 - (450.4801...450.4808) › Section 450.4802 - Dissolution; Decree by Circuit Court.

450.4802 Dissolution; decree by circuit court.
Sec. 802.
Upon application by or for a member, the circuit court for the county in which the registered office of a limited liability company is located may decree dissolution of the company whenever the company is unable to carry on business in conformity with the articles of organization or operating agreements.
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 8 - (450.4801...450.4808) › Section 450.4803 - Dissolution; Action by Attorney General; Grounds; Other Actions Not Excluded.

450.4803 Dissolution; action by attorney general; grounds; other actions not excluded.
Sec. 803.
(1) The attorney general may bring an action in the circuit court for the county in which the registered office of a limited liability company is located for dissolution of the limited liability company on the ground that the company has committed any of the following acts:
(a) Procured its organization through fraud.
(b) Repeatedly and willfully exceeded the authority conferred on it by law.
(c) Repeatedly and willfully conducted its business in an unlawful manner.
(d) If the limited liability company is a low-profit limited liability company, ceased to meet any of the requirements described in section 102(m) and for 60 days after it ceased to meet those requirements failed to file a certificate of amendment amending its name to conform with the requirements of section 204.
(2) This section does not exclude any other statutory or common law action by the attorney general for dissolution of a limited liability company.
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 2008, Act 567, Imd. Eff. Jan. 16, 2009
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 8 - (450.4801...450.4808) › Section 450.4804 - Certificate of Dissolution; Filing; Contents.

450.4804 Certificate of dissolution; filing; contents.
Sec. 804.
(1) When it begins winding up its affairs, a limited liability company that dissolves under section 801(b) or (c) shall execute a certificate of dissolution as provided in section 103 and file the certificate with the administrator. The certificate of dissolution shall contain all of the following:
(a) The name of the limited liability company.
(b) The reason for the dissolution.
(c) The effective date of the dissolution if later than the date of filing of the certificate of dissolution.
(2) When it begins winding up its affairs, a limited liability company that dissolves under section 801(e) shall execute a certificate of dissolution as provided in section 103 and file the certificate with the administrator. The certificate of dissolution shall contain all of the following:
(a) The name of the limited liability company.
(b) A statement that includes all of the following:
(i) That the limited liability company has not commenced business, has not issued any membership interests, and has no debts or other liabilities.
(ii) That the limited liability company has not received any payments, or has returned any payments it has received after deducting any amount disbursed for payment of expenses, for subscriptions for its membership interests.
(iii) That a majority of the organizers of the limited liability company have approved the dissolution.
History:
1993, Act 23, Eff. June 1, 1993 ;-- 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 8 - (450.4801...450.4808) › Section 450.4805 - Winding Up by Managers, Members, or Circuit Court; Procedures; Right to Maintain Actions.

450.4805 Winding up by managers, members, or circuit court; procedures; right to maintain actions.
Sec. 805.
(1) Except as otherwise provided in the articles of organization, an operating agreement, or this section, the members or managers that have not wrongfully dissolved a limited liability company may wind up the company's affairs, but the circuit court for the county in which the registered office is located may wind up the limited liability company's affairs on application of, and for good cause shown by, any member or legal representative or assignee of a member.
(2) The members or managers that are winding up a limited liability company's affairs shall continue to function, for the purpose of winding up, in accordance with the procedures established by this act, the articles of organization, and operating agreements, shall not be held to a greater standard of conduct than that described in section 404, and are not subject to any greater liabilities than would apply in the absence of dissolution.
(3) A dissolved limited liability company may sue and be sued in its name and process may issue by and against the company in the same manner as if dissolution had not occurred. An action brought by or against a limited liability company before its dissolution does not abate because of the dissolution.
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 8 - (450.4801...450.4808) › Section 450.4806 - Dissolution; Notice to Existing Claimants; Contents; Validity of Claim Not Recognized; Claims Barred Under Certain Conditions; “Existing Claim” Defined; Effective Date of Notice.

450.4806 Dissolution; notice to existing claimants; contents; validity of claim not recognized; claims barred under certain conditions; “existing claim” defined; effective date of notice.
Sec. 806.
(1) The dissolved limited liability company may notify its existing claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice shall include all of the following:
(a) A description of the information that must be included in a claim. The limited liability company may demand sufficient information to permit it to make a reasonable judgment whether the claim should be accepted or rejected.
(b) A mailing address where a claim may be sent.
(c) The deadline, which may not be less than 6 months after the effective date of the written notice, by which the dissolved limited liability company must receive the claim.
(d) A statement that the claim will be barred if not received by the deadline.
(2) The giving of notice provided for in subsection (1) does not constitute recognition that a person to whom the notice is directed has a valid claim against the limited liability company.
(3) A claim against the dissolved limited liability company is barred if either of the following applies:
(a) If a claimant who was given written notice under subsection (1) does not deliver the claim to the dissolved limited liability company by the deadline.
(b) If a claimant whose claim was rejected by a written notice of rejection by the dissolved limited liability company does not commence a proceeding to enforce the claim within 90 days after the effective date of the written notice of rejection.
(4) For purposes of this section and section 807, "existing claim" means any claim or right against the limited liability company, liquidated or unliquidated. "Existing claim" does not mean a contingent liability or a claim based on an event occurring after the effective date of dissolution.
(5) For purposes of this section, the effective date of the written notice is the earliest of the following:
(a) The date it is received.
(b) Five days after its deposit in the United States mail, as evidenced by the postmark, if it is mailed postpaid and correctly addressed.
(c) The date shown on the return receipt, if the notice is sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
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 8 - (450.4801...450.4808) › Section 450.4807 - Dissolution; Publication of Notice; Requirements; Commencing Proceeding to Enforce Claims; Claimants With Known Existing Claims Not Receiving Notice.

450.4807 Dissolution; publication of notice; requirements; commencing proceeding to enforce claims; claimants with known existing claims not receiving notice.
Sec. 807.
(1) A dissolved limited liability company may also publish notice of dissolution and request that persons with claims against the company present them in accordance with the notice.
(2) The notice shall be in accord with all the following:
(a) Be published 1 time in a newspaper of general circulation in the county in which the dissolved limited liability company's principal place of business, or if none in this state, its registered office, is or was located.
(b) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent. The limited liability company may demand sufficient information to permit it to make a reasonable judgment whether the claim should be accepted or rejected.
(c) State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within 1 year after the publication date of the newspaper notice.
(3) If the dissolved limited liability company publishes a newspaper notice in accordance with subsection (2), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within 1 year after the publication date of the newspaper:
(a) A claimant who did not receive written notice under section 806.
(b) A claimant whose claim was timely sent to the dissolved limited liability company but not acted on.
(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(4) Notwithstanding subsection (3), a claimant having an existing claim known to the limited liability company at the time of publication in accordance with subsection (2) and who did not receive written notice under section 806 is not barred from suit until 6 months after the claimant has actual notice of the dissolution.
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 8 - (450.4801...450.4808) › Section 450.4808 - Winding Up; Distribution of Assets; Order; Filing Tax Returns and Paying Tax Obligations.

450.4808 Winding up; distribution of assets; order; filing tax returns and paying tax obligations.
Sec. 808.
(1) Upon the winding up of a limited liability company, the assets shall be distributed in the following order:
(a) To creditors, including members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited liability company other than liabilities for distributions to members under section 304 or 305. Reasonable provision shall be made for debts, liabilities, and obligations that are not liquidated but will not be barred under section 806 or 807.
(b) Except as provided in an operating agreement, to members and former members in satisfaction of liabilities for distributions under sections 304 and 305.
(c) Except as provided in an operating agreement, all remaining assets to members and former members in accordance with their shares of distributions as determined under section 303.
(2) Before the assets of a limited liability company are distributed pursuant to subsection (1), the limited liability company shall file tax returns and pay tax obligations as required by Act No. 122 of the Public Acts of 1941, being sections 205.1 to 205.31 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 9 - (450.4901...450.4910) › Section 450.4901 - Limited Liability Company; Rendering Professional Services; Applicability of Article.

450.4901 Limited liability company; rendering professional services; applicability of article.
Sec. 901.
(1) A limited liability company formed to render 1 or more professional services, as defined in section 902 may be organized under this article as a professional limited liability company.
(2) A limited liability company formed as a professional limited liability company and its members and managers are subject to this article and this act. This article takes precedence over any other provision of this act in the event of conflict.
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 9 - (450.4901...450.4910) › Section 450.4902 - Definitions.

450.4902 Definitions.
Sec. 902.
As used in this article:
(a) "Licensed person" means an individual who is licensed or otherwise legally authorized to practice a professional service by a court, department, board, commission, or an agency of this state or another jurisdiction, any corporation or professional services corporation all of whose shareholders are licensed persons, any partnership all of whose partners are licensed persons, or any limited liability company all of whose members and managers are licensed persons.
(b) "Professional service" means a type of personal service to the public that requires as a condition precedent to the rendering of the service the obtaining of a license or other legal authorization. Professional service includes, but is not limited to, services rendered by a certified or other public accountant, chiropractor, dentist, optometrist, veterinarian, osteopathic physician, physician, surgeon, podiatrist, chiropodist, physician's assistant, architect, professional engineer, land surveyor, or attorney-at-law.
(c) "Professional services corporation" means a corporation formed under former 1962 PA 192 or a corporation incorporated under and governed by chapter 2A of the business corporation act, 1972 PA 284, MCL 450.1101 to 450.2098.
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2010, Act 126, Imd. Eff. July 19, 2010 ;-- Am. 2012, Act 568, Imd. Eff. Jan. 2, 2013
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 9 - (450.4901...450.4910) › Section 450.4903 - Professional Limited Liability Company; Purpose Stated in Articles of Organization; Name.

450.4903 Professional limited liability company; purpose stated in articles of organization; name.
Sec. 903.
(1) One or more licensed persons may organize and become members of a professional limited liability company.
(2) The articles of organization of a professional limited liability company shall state, as its purposes, that the company is formed to render specified professional services.
(3) The name of the limited liability company shall contain the words "professional limited liability company" or the abbreviation "P.L.L.C." or "P.L.C." with or without periods or other punctuation.
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 9 - (450.4901...450.4910) › Section 450.4905 - Professional Limited Liability Company; License Required; “Employee” Explained; Effect of Act on Laws Applicable to Professional Relationship and Liabilities; Liability for Negligent or Wrongful Acts.

450.4905 Professional limited liability company; license required; “employee” explained; effect of act on laws applicable to professional relationship and liabilities; liability for negligent or wrongful acts.
Sec. 905.
(1) A professional limited liability company shall not render professional services within this state except through its members, managers, employees, and agents who are licensed or otherwise legally authorized to render the professional services within this state. The term employee does not include secretaries, bookkeepers, technicians, and other assistants who are not usually and ordinarily considered by custom and practice to be rendering professional services to the public for which a license or other legal authorization is required.
(2) This act shall not be construed to abolish, repeal, modify, restrict, or limit the law now in effect applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional services and to the standards for professional conduct. A member, manager, employee, or agent of a professional limited liability company shall remain personally and fully liable and accountable for any negligent or wrongful acts or misconduct committed by him or her, or by any person under his or her direct supervision and control, while rendering professional services on behalf of the company to the person for whom the professional services were being rendered.
(3) The limited liability company shall be liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its members, managers, employees, or agents while they are engaged on behalf of the company in the rendering of professional services.
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 9 - (450.4901...450.4910) › Section 450.4906 - Disqualification, Restriction, or Limitation on Persons Rendering Professional Service; Severing Employment and Financial Interest; Noncompliance.

450.4906 Disqualification, restriction, or limitation on persons rendering professional service; severing employment and financial interest; noncompliance.
Sec. 906.
If a member, manager, employee, or agent of a professional limited liability company becomes legally disqualified to render the professional services rendered by the company or accepts employment that, pursuant to existing law, places restrictions or limitations on his or her continued rendering of the professional services, he or she shall sever within a reasonable period all employment with and financial interests in the company. A company's failure to require compliance with this section constitutes a ground for the forfeiture of its articles of organization and its dissolution. If a company's failure to comply with this section is brought to the attention of the administrator, he or she shall certify that fact to the attorney general for appropriate action to dissolve the company.
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 9 - (450.4901...450.4910) › Section 450.4907 - Professional Limited Liability Company; Prohibited Activities; Exception.

450.4907 Professional limited liability company; prohibited activities; exception.
Sec. 907.
(1) A professional limited liability company shall not engage in any business other than the rendering of the professional services for which it was specifically organized.
(2) This act does not prohibit the company from investing its funds in real estate, mortgages, stocks, bonds, or any other type of investments, owning real or personal property necessary for the rendering of professional services, becoming a partner in a partnership formed under Act No. 72 of the Public Acts of 1917, being sections 449.1 to 449.43 of the Michigan Compiled Laws, if the partnership performs the same professional services as the professional limited liability company, or forming or becoming a member or manager of another professional limited liability company organized under this act if both professional limited liability companies perform the same professional services.
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 9 - (450.4901...450.4910) › Section 450.4908 - Sale or Transfer of Membership Interest; Restrictions.

450.4908 Sale or transfer of membership interest; restrictions.
Sec. 908.
(1) A membership interest in a professional limited liability company shall not be sold or transferred except to a person who is eligible to be a member of the company or to the personal representative or estate of a deceased or legally incompetent member. The personal representative or estate of the member may continue to hold a membership interest for a reasonable period but shall not be authorized to participate in any decisions concerning the rendering of professional service.
(2) The articles of organization or an operating agreement may provide specifically for additional restrictions on the transfer of membership interests.
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 9 - (450.4901...450.4910) › Section 450.4910 - Merger; Limitation.

450.4910 Merger; limitation.
Sec. 910.
A professional limited liability company may merge only with other limited liability companies whose members and managers are licensed persons permitted to be members or managers under this article or other entities that are licensed persons or whose shareholders, partners, or other owners, members, or managers are licensed persons permitted to be members or managers under this article.
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 10 - (450.5001...450.5010) › Section 450.5001 - Foreign Limited Liability Company; Laws of Jurisdiction.

450.5001 Foreign limited liability company; laws of jurisdiction.
Sec. 1001.
Subject to the constitution of this state, the laws of the jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs, and a foreign limited liability company shall not be denied a certificate of authority to transact business in this state by reason of any difference between those laws and the laws of this state.
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 10 - (450.5001...450.5010) › Section 450.5002 - Transacting Business; Certificate of Authority by Foreign Limited Liability Company Required; Application; Filing; Contents.

450.5002 Transacting business; certificate of authority by foreign limited liability company required; application; filing; contents.
Sec. 1002.
Before transacting business in this state, a foreign limited liability company shall obtain a certificate of authority from the administrator. To obtain a certificate of authority, a foreign limited liability company shall file with the administrator an application, executed as provided in section 103, setting forth all of the following:
(a) The name of the foreign limited liability company and, if different, the name under which it proposes to transact business in this state.
(b) The jurisdiction and date of its organization.
(c) The address of its registered office in this state and the name of its resident agent at that address in accordance with section 207.
(d) A statement that includes both of the following:
(i) That the department is appointed the agent of the foreign limited liability company for service of process if no agent has been appointed under subdivision (c), or, if appointed, the agent's authority has been revoked, the agent has resigned, or the agent cannot be found or served through the exercise of reasonable diligence.
(ii) The name and address of a member, manager, or other person to whom the administrator is to send copies of any process served on the administrator.
(e) The address of the office required to be maintained in the jurisdiction of its organization by the laws of that state or, if not required to maintain an office by the laws of that state, of the principal office of the foreign limited liability company.
(f) Other additional information as may be necessary or appropriate in order to enable the department to determine whether the limited liability company is entitled to transact business in this state.
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 10 - (450.5001...450.5010) › Section 450.5003 - Certificate of Authority; Issuance; Powers, Rights, and Privileges of Foreign Limited Liability Company.

450.5003 Certificate of authority; issuance; powers, rights, and privileges of foreign limited liability company.
Sec. 1003.
(1) If the administrator finds that an application for a certificate of authority substantially conforms to the requirements of this act and all requisite fees have been paid, the administrator shall file the application and issue to the foreign limited liability company a certificate of authority to transact business in this state, in accordance with section 104.
(2) Upon the issuance of a certificate of authority, the foreign limited liability company may transact in this state any business that a domestic limited liability company formed under this act may lawfully transact, except as limited by statements in its application for a certificate of authority or under the law of its jurisdiction of organization. The authority continues so long as the foreign limited liability company retains its authority to transact such business in the jurisdiction of its organization and its authority to transact business in this state has not been surrendered, suspended, or revoked.
(3) A foreign limited liability company holding a valid certificate of authority in this state has no greater rights or privileges than a domestic limited liability company. The certificate of authority does not authorize the foreign limited liability company to exercise any of its powers or purposes that a domestic limited liability company is forbidden by law to exercise in this state.
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 10 - (450.5001...450.5010) › Section 450.5004 - Certificate of Authority; Satisfaction of MCL 450.4204 Required for Issuance.

450.5004 Certificate of authority; satisfaction of MCL 450.4204 required for issuance.
Sec. 1004.
The department shall not issue a certificate of authority to a foreign limited liability company unless the name of the company satisfies the requirements of section 204. If the name of a foreign limited liability company does not satisfy the requirements of section 204, the company may take the action authorized by section 204(4).
History:
1993, Act 23, Eff. June 1, 1993 ;-- Am. 2008, Act 567, Imd. Eff. Jan. 16, 2009
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200) › Article 10 - (450.5001...450.5010) › Section 450.5005 - Inaccurate Application; Correcting Statement; Certificate; Exception; Survivor of Merger; Certificate Attesting to Merger; Annual Statement.

450.5005 Inaccurate application; correcting statement; certificate; exception; survivor of merger; certificate attesting to merger; annual statement.
Sec. 1005.
(1) If any statement in the application for certificate of authority of a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited liability company shall promptly file with the administrator a certificate, signed as provided in section 103, correcting the statement, except that a change in the resident agent or registered office may be made under section 209.
(2) If a foreign limited liability company authorized to transact business in this state is the survivor of a merger permitted by the laws of the jurisdiction of its organization, the foreign limited liability company shall file, not later than 30 days after the merger becomes effective, a certificate issued by the proper officer of the jurisdiction of its organization attesting to the occurrence of the merger. If the merger has changed the name of the foreign limited liability company or has otherwise affected the information set forth in the application, the foreign company shall also comply with subsection (1).
(3) A foreign limited liability company authorized to transact business in this state shall file an annual statement as required by section 207(3), and section 207a applies to the good standing of the company and to failures to file.
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 10 - (450.5001...450.5010) › Section 450.5006 - Certificate of Withdrawal; Contents, Form, Manner, and Execution of Application.

450.5006 Certificate of withdrawal; contents, form, manner, and execution of application.
Sec. 1006.
(1) A foreign limited liability company authorized to transact business in this state may withdraw from this state upon receiving from the administrator a certificate of withdrawal. In order to obtain the certificate, the foreign limited liability company shall file an application for withdrawal setting forth all of the following:
(a) The name of the foreign limited liability company and the jurisdiction under the laws of which it is organized.
(b) That the foreign limited liability company is not transacting business in this state.
(c) That the foreign limited liability company surrenders its authority to transact business in this state.
(d) That the foreign limited liability company revokes the authority of its resident agent to receive service of process in this state and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the foreign limited liability company was authorized to transact business in this state may thereafter be made on the company by service upon the administrator.
(e) An address to which the administrator is to mail a copy of any process against the foreign limited liability company.
(f) Other additional information as is necessary or appropriate in order to enable the administrator to determine and assess any unpaid fees payable by the foreign limited liability company.
(2) The application for withdrawal shall be in the form and manner designated by the administrator and shall be executed for the foreign limited liability company as provided in section 103, or, if the foreign limited liability company is in the hands of a receiver or trustee, by the receiver or trustee on behalf of the company.
History:
1993, Act 23, Eff. June 1, 1993