reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1221 - Beginning of Corporate Existence; Filing of Articles as Evidence.

450.1221 Beginning of corporate existence; filing of articles as evidence.
Sec. 221.
The corporate existence shall begin on the effective date of the articles of incorporation as provided in section 131. Filing is conclusive evidence that all conditions precedent required to be performed under this act have been fulfilled and that the corporation has been formed under this act, except in an action or special proceeding by the attorney general.
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) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1223 - Selection of Board; Adoption of Bylaws; First Meeting; Quorum; Election of Officers; Transaction of Business.

450.1223 Selection of board; adoption of bylaws; first meeting; quorum; election of officers; transaction of business.
Sec. 223.
Before or after filing of the articles of incorporation a majority of the incorporators, at a meeting or by written instrument, shall select a board and may adopt bylaws. On or after the filing date of the articles any member of the board may call the first meeting of the board upon not less than 3 days notice by mail to each director. A majority of the directors constitutes a quorum for the first meeting of the board. At the first meeting, the board may adopt bylaws, elect officers and transact such other business as may come before the meeting.
History:
1972, Act 284, Eff. Jan. 1, 1973
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1231 - Adoption, Amendment, or Repeal of Bylaws; Contents of Bylaws.

450.1231 Adoption, amendment, or repeal of bylaws; contents of bylaws.
Sec. 231.
The initial bylaws of a corporation shall be adopted by its incorporators, its shareholders, or its board. The shareholders or the board may amend or repeal the bylaws or adopt new bylaws unless the articles of incorporation or bylaws provide that the power to adopt new bylaws is reserved exclusively to the shareholders or that the bylaws or any particular bylaw shall not be altered or repealed by the board. The bylaws may contain any provision for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.
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) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1241 - Registered Office and Resident Agent Required; Address.

450.1241 Registered office and resident agent required; address.
Sec. 241.
(1) Each domestic corporation and each foreign corporation authorized to transact business in this state shall have and continuously maintain in this state both of the following:
(a) A registered office, which may be the same as its place of business.
(b) A resident agent. A resident agent may be an individual resident of this state; a domestic corporation or limited liability company; or a foreign corporation or limited liability company authorized to transact business in this state.
(2) The address of the business office or residence of a resident agent must be the same as the address of the registered office.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 2008, Act 402, Imd. Eff. Jan. 6, 2009 ;-- Am. 2012, Act 569, Imd. Eff. Jan. 2, 2013
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1242 - Changing Registered Office or Resident Agent; Statement; Changing Address of Registered Office.

450.1242 Changing registered office or resident agent; statement; changing address of registered office.
Sec. 242.
(1) A domestic corporation or a foreign corporation authorized to transact business in this state may change its registered office or change its resident agent, or both, upon filing a statement. The statement may be executed by any of the individuals set forth in section 132 or by the secretary or assistant secretary of the corporation. The statement shall provide all of the following information:
(a) The corporate name.
(b) The street address of the corporation's then registered office, and its mailing address if different from its street address.
(c) If the address of the corporation's registered office is changed, the street address and the mailing address, if different from the street address, to which the registered office is to be changed.
(d) The name of the corporation's then resident agent.
(e) If the corporation's resident agent is changed, the name of its successor resident agent.
(f) That the address of the corporation's registered office and the address of its resident agent, as changed, will be identical.
(g) That the change was authorized by resolution duly adopted by the corporation's board.
(2) If a resident agent changes its business or residence address to another place within this state, the resident agent may change the address of the registered office of any domestic or foreign corporation of which the person is a resident agent by filing a statement as required in subsection (1), except, the statement need only be signed by the resident agent, need not be responsive to subsection (1)(e) or (g), and shall recite that a copy of the statement has been mailed to the corporation.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1978, Act 32, Imd. Eff. Feb. 24, 1978 ;-- 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) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1243 - Resignation of Resident Agent.

450.1243 Resignation of resident agent.
Sec. 243.
A resident agent of a domestic or foreign corporation may resign by filing a written notice of resignation with the president or a vice president of the corporation and with the administrator. The corporation shall promptly appoint a successor resident agent. The appointment of the resigning agent terminates upon appointment of a successor or upon expiration of 30 days after receipt of the notice by the administrator, whichever first occurs. Upon the resignation becoming effective, the business or residence address of the resigned agent shall no longer be the registered office of the corporation.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1246 - Service of Process.

450.1246 Service of process.
Sec. 246.
(1) The resident agent appointed by a corporation is an agent of the corporation on which any process, notice, or demand required or permitted by law to be served upon the corporation may be served.
(2) If an individual, whether a resident or nonresident of this state, accepts election, appointment, or employment as a director or officer of a corporation formed under this act or in existence on the effective date of this act, the acceptance is considered an appointment of the resident agent of the corporation as his or her agent on which process may be served while he or she is a director or officer, in any action commenced in a court of general jurisdiction in this state, arising out of or founded on any action of the domestic corporation or of the individual as a director or officer of the domestic corporation. After accepting service of process, the resident agent shall promptly forward it to the director or officer at his or her last known address.
(3) The administrator may serve a notice described in subsection (1) by electronically transmitting the notice to the resident agent of the corporation in the manner authorized by the corporation.
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) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1251 - Formation of Corporation for Lawful Purpose; Exception; Aiding National Emergency.

450.1251 Formation of corporation for lawful purpose; exception; aiding national emergency.
Sec. 251.
(1) A corporation may be formed under this act for any lawful purpose, except to engage in a business for which a corporation may be formed under any other statute of this state unless that statute permits formation under this act.
(2) In time of war or other national emergency, a corporation may take any lawful action to provide aid, notwithstanding the purposes set forth in its articles of incorporation, at the request or direction of a competent governmental authority.
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) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1271 - Asserting Lack of Corporate Capacity or Power.

450.1271 Asserting lack of corporate capacity or power.
Sec. 271.
An act of a corporation and a transfer of real or personal property to or by a corporation, otherwise lawful, is not invalid because the corporation was without capacity or power to do the act or make or receive the transfer. However the lack of capacity or power may be asserted:
(a) In an action by a shareholder against the corporation to enjoin the doing of an act or the transfer of real or personal property by or to the corporation.
(b) In an action by or in the right of the corporation to procure a judgment in its favor against an incumbent or former officer or director of the corporation for loss or damage due to his unauthorized act.
(c) In an action or special proceeding by the attorney general to dissolve the corporation or to enjoin it from the transacting of unauthorized business.
History:
1972, Act 284, Eff. Jan. 1, 1973
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-2 - Chapter 2 Formation; Purposes and Powers (450.1201...450.1275) › Section 450.1275 - Agreement to Pay Interest in Excess of Legal Rate; Defense of Usury Prohibited.

450.1275 Agreement to pay interest in excess of legal rate; defense of usury prohibited.
Sec. 275.
A domestic or foreign corporation, whether or not formed at the request of a lender or in furtherance of a business enterprise, may by agreement in writing, and not otherwise, agree to pay a rate of interest in excess of the legal rate and the defense of usury shall be prohibited.
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) › 284-1972-2A - Chapter 2a Professional Corporations (450.1281...450.1289) › Section 450.1281 - Incorporation as Professional Corporation.

450.1281 Incorporation as professional corporation.
Sec. 281.
(1) A corporation must incorporate as a professional corporation under this chapter if it is incorporated to provide 1 or more services in a learned profession, whether or not it is providing other professional services. A corporation may comply with this chapter and incorporate as a professional corporation if it is incorporated to provide 1 or more professional services, none of which are services in a learned profession, or may incorporate as a corporation that is not required to comply with this chapter.
(2) A corporation that is incorporated as a professional corporation and its shareholders are subject to this chapter and this act. If there is a conflict between an applicable provision of this chapter and another provision of this act, the provision of this chapter takes precedence.
(3) This chapter applies to a corporation incorporated under former 1962 PA 192, or to a corporation that on the effective date of this chapter was governed by former 1962 PA 192 as if incorporated under that act, as if that corporation were incorporated under this act and pursuant to this chapter.
(4) This chapter does not apply to a corporation organized in this state before the enactment of former 1962 PA 192 to provide professional services to the public, and that did not previously amend its articles of incorporation to bring itself within the provisions of former 1962 PA 192, unless that corporation amends its articles of incorporation in such a manner that it is consistent with all the provisions of this chapter and affirmatively states in its amended articles of incorporation that the shareholders have elected to bring the corporation within the provisions of this chapter and this act.
History:
Add. 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) › 284-1972-2A - Chapter 2a Professional Corporations (450.1281...450.1289) › Section 450.1282 - Definitions.

450.1282 Definitions.
Sec. 282.
As used in this chapter:
(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 agency of this state or another jurisdiction. The term includes an entity if either of the following is met:
(i) All of its owners are licensed persons.
(ii) The entity itself is licensed or otherwise legally authorized to practice a professional service by a court, department, board, commission, or agency of this state or another jurisdiction.
(b) "Professional service" means a type of personal service to the public that requires that the provider obtain a license or other legal authorization as a condition precedent to providing that service. Professional service includes, but is not limited to, services provided 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.
History:
Add. 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) › 284-1972-2A - Chapter 2a Professional Corporations (450.1281...450.1289) › Section 450.1283 - Professional Corporation; Formation; Name.

450.1283 Professional corporation; formation; name.
Sec. 283.
(1) Except as provided in this section, 1 or more licensed persons may form a professional corporation under this chapter.
(2) Except as otherwise permitted under section 284(5) or section 288(2), each shareholder of a professional corporation must be 1 of the following:
(a) A licensed person in 1 or more of the professional services provided by the professional corporation.
(b) An entity that is directly or beneficially owned only by persons that are licensed persons in 1 or more of the professional services provided by the professional corporation.
(3) Except as provided in this section or otherwise prohibited, the articles of incorporation of a professional corporation shall state that the professional corporation is formed to provide 1 or more professional services and shall state the specific professional service or services the professional corporation is formed to provide.
(4) The name of a professional corporation shall contain the words "professional corporation" or the abbreviation "P.C." with or without periods or other punctuation.
History:
Add. 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) › 284-1972-2A - Chapter 2a Professional Corporations (450.1281...450.1289) › Section 450.1285 - Professional Services; Licensure of Officers, Employee, and Agents; Other Laws; Liability.

450.1285 Professional services; licensure of officers, employee, and agents; other laws; liability.
Sec. 285.
(1) A professional corporation shall not provide professional services in this state except through its officers, employees, and agents who are duly licensed or otherwise legally authorized to provide the professional services in this state. The term "employee" does not include a secretary, bookkeeper, technician, or other assistant who is not usually and ordinarily considered by custom and practice to be providing a professional service to the public for which a license or other legal authorization is required.
(2) Nothing contained in this chapter shall be interpreted to abolish, repeal, modify, restrict, or limit the law now in effect in this state applicable to the professional relationship and liabilities between a person furnishing a professional service and the person that receives the professional service and to the standards for professional conduct. Any officer, agent, or employee of a professional corporation shall remain personally and fully liable and accountable for any negligent or wrongful acts or misconduct committed by him or her, or by any individual under his or her direct supervision and control, while providing professional service on behalf of the professional corporation to the person to which the professional services were provided.
(3) A professional corporation is liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its officers, agents, or employees while they are engaged on behalf of the professional corporation in providing professional services.
History:
Add. 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) › 284-1972-2A - Chapter 2a Professional Corporations (450.1281...450.1289) › Section 450.1286 - Persons Required to Sever Employment With and Financial Interest in Professional Corporation; Exception; Failure to Comply With Section.

450.1286 Persons required to sever employment with and financial interest in professional corporation; exception; failure to comply with section.
Sec. 286.
(1) Subject to subsection (2), a person that is any of the following shall within a reasonable period sever all employment with and all direct and indirect financial interests in a professional corporation:
(a) An individual who is an officer, shareholder, agent, or employee of a professional corporation and who becomes legally disqualified with the result that the individual is not a licensed person in at least 1 of the professional services provided by the professional corporation.
(b) An individual who is an officer, shareholder, agent, or employee of a professional corporation, who accepts employment that under existing law restricts or limits his or her authority to continue providing professional services, and who is no longer authorized to provide at least 1 of the professional services provided by the professional corporation without those restrictions or limitations.
(c) A person that is an owner of an entity that is a shareholder of a professional corporation and that becomes legally disqualified with the result that the person is not a licensed person in at least 1 of the professional services provided by the professional corporation.
(d) A person that is an entity that is a shareholder of a professional corporation; that is itself licensed to provide 1 or more professional services; and that becomes legally disqualified with the result that it is not a licensed person in at least 1 of the professional services provided by the professional corporation.
(2) If a person described in subsection (1) regains status as a licensed person in 1 or more of the professional services provided by the professional corporation, or regains the legal ability to provide 1 or more of the professional services provided by the professional corporation, as applicable, within 90 days of the event that caused the loss of that status, the person is not required to sever employment with and financial interests in the professional corporation.
(3) A professional corporation's failure to require compliance with this section is grounds for the forfeiture of its articles of incorporation and its dissolution. If a professional corporation's failure to comply with this section is brought to the attention of the administrator, he or she shall notify the attorney general of the failure and the attorney general may take appropriate action to dissolve the professional corporation.
History:
Add. 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) › 284-1972-2A - Chapter 2a Professional Corporations (450.1281...450.1289) › Section 450.1287 - Professional Services; Limitation.

450.1287 Professional services; limitation.
Sec. 287.
(1) A professional corporation shall not engage in any business other than providing the professional service or services for which it was specifically incorporated.
(2) This chapter does not prohibit a professional corporation from doing any of the following:
(a) Investing its money in real estate, mortgages, stocks, bonds, or any other type of investments.
(b) Owning real or personal property necessary to provide a professional service or services.
(c) Becoming a partner in a partnership formed under the uniform partnership act, 1917 PA 72, MCL 449.1 to 449.48, if the partnership provides 1 or more of the same professional services as the professional corporation.
(d) Becoming a member or manager of a professional limited liability company organized under or subject to chapter 9 of the Michigan limited liability company act, 1993 PA 23, MCL 450.4901 to 450.4910, if the professional limited liability company provides 1 or more of the same professional services as the professional corporation.
(e) Becoming a shareholder in a professional corporation governed by this chapter, if both professional corporations provide 1 or more of the same professional services.
History:
Add. 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) › 284-1972-2A - Chapter 2a Professional Corporations (450.1281...450.1289) › Section 450.1288 - Issuance of Capital Stock; Sale or Transfer of Shares; Voting Trust or Other Agreement; Redemption or Purchase of Shares.

450.1288 Issuance of capital stock; sale or transfer of shares; voting trust or other agreement; redemption or purchase of shares.
Sec. 288.
(1) A professional corporation shall not issue any of its capital stock to anyone other than a person that is eligible to be a shareholder of the professional corporation under section 283(2). The uniform securities act (2002), 2008 PA 551, MCL 451.2101 to 451.2703, does not apply to the issuance or transfer by a professional corporation of its capital stock.
(2) Shares of a professional corporation shall not be sold or transferred to anyone other than a person that is eligible to be a shareholder of the professional corporation under section 283(2); to the personal representative or estate of a deceased or legally incompetent shareholder; or to a trust or split interest trust in which the trustee and the current income beneficiary are each eligible to be a shareholder of the professional corporation under section 283(2). The personal representative or estate of the shareholder may continue to own shares for a reasonable period but is not authorized to participate in any decisions concerning the providing of professional service by the professional corporation.
(3) Except as permitted under subsection (2), a shareholder of a professional corporation shall not enter into a voting trust agreement or any other type agreement that vests another person with the authority to exercise the voting power of any or all of his or her stock, unless that other person is eligible to be a shareholder of the professional corporation under section 283(2).
(4) The articles of incorporation, bylaws, or a contract may provide specifically for additional restrictions on the transfer of shares and may provide for the redemption or purchase of the shares by the professional corporation or its shareholders at prices and in a manner specifically set forth in the articles, bylaws, or contract.
History:
Add. 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) › 284-1972-2A - Chapter 2a Professional Corporations (450.1281...450.1289) › Section 450.1289 - Professional Entity as Surviving Entity of Merger or Conversion.

450.1289 Professional entity as surviving entity of merger or conversion.
Sec. 289.
(1) A professional corporation that is the surviving entity of a merger or conversion shall only have as shareholders licensed persons that are permitted to be shareholders under this chapter.
(2) A professional corporation organized to provide services in a learned profession may merge with, or convert into, only other corporations or entities whose shareholders, members, partners, and managers, following the merger or conversion as applicable, are licensed persons permitted to be shareholders under this chapter.
History:
Add. 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) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1301 - Issuance and Classes of Shares; Rights, Preferences, and Limitations.

450.1301 Issuance and classes of shares; rights, preferences, and limitations.
Sec. 301.
(1) A corporation may issue the number of shares authorized in its articles of incorporation. The shares may be all of 1 class or may be designated and issued in 1 or more classes. Each class shall consist of shares having the designations and relative voting, distribution, dividend, liquidation, and other rights, preferences, and limitations, consistent with this act, as stated in the articles of incorporation. The articles of incorporation may deny, limit, or otherwise prescribe the voting rights and may limit or otherwise prescribe the distribution, dividend, or liquidation rights of shares of any class.
(2) If the shares are designated and issued in more than 1 class, the shares of each class shall be designated to distinguish them from the shares of any other classes.
(3) Subject to the designations, relative rights, preferences, and limitations applicable to separate series within a class of shares under section 302, each share shall be equal to every other share of the same class.
(4) Any of the voting, distribution, liquidation, or other rights, preferences, or limitations of a class or series may be made dependent upon facts or events ascertainable outside of the articles of incorporation or the resolution of the board adopted under section 302(3), if the manner in which the facts or events operate on the rights, preferences, or limitations is set forth in the articles of incorporation or board resolution.
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 ;-- 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) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1301a - Amendment Deleting Reference to Par Value.

450.1301a Amendment deleting reference to par value.
Sec. 301a.
The board by resolution may adopt and file an amendment of the articles of incorporation deleting any reference to par value.
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) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1303 - Convertible Shares and Bonds; Increase in Shares to Satisfy Conversion Privileges.

450.1303 Convertible shares and bonds; increase in shares to satisfy conversion privileges.
Sec. 303.
(1) If the articles of incorporation provide, subject to restrictions in section 304, a corporation may issue shares convertible at the option of the holder or the corporation or upon the happening of a specified event into shares of any class, into shares of any series of any class, or into bonds. Shares may be converted into bonds only if the corporation could at the time of conversion have purchased, redeemed, or otherwise acquired the shares by issuing the bonds under the restrictions of section 345. Authorized shares, issued or unissued, may be made convertible as provided in this subsection within the period and upon terms and conditions authorized in the articles of incorporation.
(2) Unless otherwise provided in the articles of incorporation, and subject to the restrictions of section 304, a corporation may issue its bonds convertible at the option of the holder into other bonds or into shares of the corporation within the period and upon terms and conditions as fixed by the board.
(3) If there is shareholder approval for the issue of bonds or shares convertible into shares of the corporation, the approval may provide that the board is authorized by amendment of the articles of incorporation to increase the authorized shares of any class or series to the number that will be sufficient, when added to the previously authorized but unissued shares of the class or series, to satisfy the conversion privileges of any bonds or shares convertible into shares of the class or series.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1973, Act 98, Imd. Eff. Aug. 8, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 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) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1304 - Convertible Shares and Bonds; Conditions to Issuance; Disposition of Convertible Bonds or Shares.

450.1304 Convertible shares and bonds; conditions to issuance; disposition of convertible bonds or shares.
Sec. 304.
(1) Bonds or shares convertible into shares of a corporation shall not be issued unless 1 of the following conditions is satisfied:
(a) A sufficient number of authorized but unissued shares of the appropriate class or series are reserved by the board to be issued only in satisfaction of the conversion privileges of the convertible bonds or shares when issued.
(b) The aggregate conversion privileges of the convertible bonds or shares when issued do not exceed the aggregate of any shares reserved under subdivision (a) and any additional shares which may be authorized by the board under subsection (3) of section 303.
(2) Bonds which have been converted shall be canceled. Shares which have been converted shall be restored to the status of authorized but unissued shares, unless otherwise provided in the articles of incorporation.
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) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1304a - Redeemable Shares.

450.1304a Redeemable shares.
Sec. 304a.
The articles of incorporation may provide for 1 or more classes or series of shares which are redeemable, in whole or in part, at the option of the shareholder, the corporation, or upon the happening of a specified event. Subject to restrictions imposed by section 345, the shares may be redeemable in cash, bonds, securities, or other property at prices, within the periods, and under conditions as are stated in the articles.
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) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1305 - Subscription for Shares.

450.1305 Subscription for shares.
Sec. 305.
(1) A subscription for shares made before or after organization of a corporation is not enforceable unless in writing and signed by the subscriber.
(2) A subscription for shares of a corporation to be organized is irrevocable and may be accepted by the corporation for a period of 6 months, unless otherwise provided by the subscription agreement or unless all the subscribers consent to its revocation.
(3) A contract with a corporation to purchase its shares to be issued is a subscription agreement and not an executory contract to purchase shares, unless otherwise provided in the contract.
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) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1306 - Subscription for Shares; Payment; Call; Security Interest.

450.1306 Subscription for shares; payment; call; security interest.
Sec. 306.
(1) Unless otherwise provided in the subscription agreement:
(a) A subscription for shares made before or after organization of a corporation shall be paid in full at the time, or in installments and at the times, as shall be determined by the board.
(b) A call made by the board for payment on subscriptions shall be ratable as to all shares of the same class or as to all shares of the same series.
(c) A corporation may retain a security interest in any shares as security for performance by the subscriber of his or her obligations under a subscription agreement and subject to the power of sale or rescission upon default provided in section 307.
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) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1307 - Subscription Agreement; Default in Payment; Rights and Duties of Corporation.

450.1307 Subscription agreement; default in payment; rights and duties of corporation.
Sec. 307.
(1) In case of default in payment of an installment or call or other amount due under a subscription agreement, including an amount which may become due as a result of a default in performance of any provision of a subscription agreement, the corporation has the following rights and duties:
(a) It may collect the amount due in the same manner as any other debt owing to it. At any time before full satisfaction of the claim or a judgment, it may proceed as provided in subdivision (b).
(b) It may sell the shares in any reasonable manner. Notice of the time and place of a public sale or of the time after which a private sale may be had, together with a statement of the amount due upon each share, shall be given in writing to the subscriber personally or by registered or certified mail at least 20 days before any time stated in the notice. Any excess of net proceeds realized over the amount due plus interest shall be paid to the subscriber. If the sale is made in good faith, in a reasonable manner and upon notice, the corporation may recover the difference between the amount due plus interest and the net proceeds of the sale. A good faith purchaser for value acquires title to the sold shares free of any right of the subscriber even though the corporation fails to comply with 1 or more of the requirements of this subdivision.
(c) It may rescind the subscription, with the effect provided in section 308, and may recover damages for breach of contract. Unless special circumstances show proximate damages of a different amount, the measure of damages shall be the difference between the market price at the time and place of tender of the shares and the unpaid contract price. Liquidated damages may be provided for in the subscription agreement. The subscriber may have restitution of the amount by which the sum of his or her payments exceeds the corporation's damages for breach of contract, whether fixed by agreement or judgment.
(2) The rights and duties set forth in this section shall be interpreted as cumulative so far as is consistent with entitling the corporation to a full and single recovery of the amount due or its damages. The subscription agreement may limit the rights and remedies of the corporation set forth in this section, and may add to them so far as is consistent with this subsection.
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) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1308 - Cancellation of Shares Upon Rescission of Subscription.

450.1308 Cancellation of shares upon rescission of subscription.
Sec. 308.
Rescission by a corporation of a subscription under which a part of the shares subscribed for have been issued and in which the corporation retains a security interest, as provided in subdivision (c) of section 306, effects the cancellation of such shares.
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) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1311, 450.1313 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1311, 450.1313 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed sections pertained to consideration for issuance of shares.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1314 - Reservation of Powers to Shareholders; Consideration for Authorized Issuance of Shares; Determination of Adequacy; Shares Fully Paid and Nonassessable; Rights and Privileges of Subscriber.

450.1314 Reservation of powers to shareholders; consideration for authorized issuance of shares; determination of adequacy; shares fully paid and nonassessable; rights and privileges of subscriber.
Sec. 314.
(1) The powers granted in this section to the board may be reserved to the shareholders by the articles of incorporation.
(2) The board may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including but not limited to cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.
(3) A determination by the board that the consideration received or to be received for shares to be issued is adequate is conclusive insofar as the nature and amount of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
(4) When the corporation receives the consideration for which the board authorized the issuance of shares, the shares issued are fully paid and nonassessable and the subscriber has all the rights and privileges of a holder of the 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) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1315 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1315 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to payment of consideration for issuance of shares.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1317 - Liability of Purchaser, Holder, Subscriber, Assignee, Transferee, Pledgee, or Shareholder.

450.1317 Liability of purchaser, holder, subscriber, assignee, transferee, pledgee, or shareholder.
Sec. 317.
(1) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were to be issued.
(2) A person holding stock in a fiduciary or representative capacity is not personally liable to the corporation as the holder of or subscriber for shares of a corporation but the estate and funds in his or her hands are liable to the corporation.
(3) A person becoming an assignee, transferee, or pledgee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration has not been paid is not liable to the corporation or its creditors for any unpaid portion of the consideration, but the original holder or subscriber and any assignee or transferee before an assignment or transfer to a person taking in good faith and without knowledge or notice remains liable.
(4) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he or she may become personally liable by reason of his or her own acts or conduct.
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) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1321 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1321 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to rights or options to purchase shares.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1327 - Expenses of Organization and Reorganization; Expenses of Sale or Underwriting of Shares.

450.1327 Expenses of organization and reorganization; expenses of sale or underwriting of shares.
Sec. 327.
The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by the corporation out of the consideration received by it in payment for its shares without thereby rendering the shares not fully paid or assessable.
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) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1331 - Share Certificates.

450.1331 Share certificates.
Sec. 331.
Except as provided in section 336, the shares of a corporation shall be represented by certificates which shall be signed by the chairperson of the board, vice-chairperson of the board, president or a vice-president and which also may be signed by another officer of the corporation. The certificate may be sealed with the seal of the corporation or a facsimile of the seal. The signatures of the officers may be facsimiles. If an officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be an officer before the certificate is issued, it may be issued by the corporation with the same effect as if he or she were the officer at the date of issue.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1994, Act 318, Imd. Eff. Oct. 6, 1994
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1332 - Share Certificates; Contents.

450.1332 Share certificates; contents.
Sec. 332.
(1) A certificate representing shares shall state upon its face all of the following:
(a) That the corporation is formed under the laws of this state.
(b) The name of the person to whom issued.
(c) The number and class of shares, and the designation of the series, if any, which the certificate represents.
(2) A certificate representing shares issued by a corporation which is authorized to issue shares of more than 1 class shall set forth on its face or back or state on its face or back that the corporation will furnish to a shareholder upon request and without charge a full statement of the designation, relative rights, preferences, and limitations of the shares of each class authorized to be issued, and if the corporation is authorized to issue any class of shares in series, the designation, relative rights, preferences, and limitations of each series so far as the same have been prescribed and the authority of the board to designate and prescribe the relative rights, preferences, and limitations of other series.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1973, Act 98, Imd. Eff. Aug. 8, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1334 - Share Certificates; Loss or Destruction; Bond.

450.1334 Share certificates; loss or destruction; bond.
Sec. 334.
A corporation may issue a new certificate for shares or fractional shares in place of a certificate theretofore issued by it, alleged to have been lost or destroyed, and the board may require the owner of the lost or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged lost or destroyed certificate or the issuance of such a new certificate.
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) › 284-1972-3 - Chapter 3 Capital Structure and Corporate Finance (450.1301...450.1392) › Section 450.1335 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1335 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to shares or securities listed on national securities exchange.