reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-7 - Chapter 7 (450.2701...450.2754) › Section 450.2712 - Certificate of Merger; Execution and Filing of Certificate of Merger by Parent Company; Determination of Effective Date.

450.2712 Certificate of merger; execution and filing of certificate of merger by parent company; determination of effective date.
Sec. 712.
(1) After a plan of merger is adopted under section 711, the parent corporation shall execute and file a certificate of merger that sets forth all of the following:
(a) The statements required under section 701(2)(a) and (d), and the manner and basis of converting shares or memberships of each constituent corporation as set forth in the plan of merger.
(b) The number of outstanding shares or memberships of each class of each subsidiary corporation that is a party to the merger and the number of shares or memberships of each class owned by the parent corporation.
(c) A statement of any assumed names of merging corporations transferred to the surviving corporation as under section 217(3), specifying each transferred assumed name and the name of the corporation from which it is transferred. The certificate may include a statement of corporate names or assumed names of merging corporations that are to be treated as newly filed assumed names of the surviving corporation under section 217(4).
(2) Section 131 applies in determining when a certificate of merger becomes effective under this section.
History:
Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-7 - Chapter 7 (450.2701...450.2754) › Section 450.2713 - Subsidiary Corporation as Constituent Corporation in Merger; Approval of Shareholders or Members.

450.2713 Subsidiary corporation as constituent corporation in merger; approval of shareholders or members.
Sec. 713.
(1) A subsidiary corporation that is a constituent corporation in a merger under section 711 shall obtain the approval of its shareholders or members in accordance with the applicable provisions of section 703a.
(2) A parent corporation shall obtain approval of its shareholders or members for a merger under section 711 if either of the following applies:
(a) Its articles of incorporation require shareholder or member approval of the merger.
(b) Pursuant to section 703a, the plan of merger contains a provision that would amend any part of the articles of incorporation of the parent corporation into which a subsidiary corporation is being merged, or a subsidiary corporation is to be the surviving corporation of the merger.
History:
Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-7 - Chapter 7 (450.2701...450.2754) › Section 450.2721 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2721 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to effect of merger or consolidation.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-7 - Chapter 7 (450.2701...450.2754) › Section 450.2722 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2722 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to rights, privileges, liabilities, and obligations of surviving or new corporation.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-7 - Chapter 7 (450.2701...450.2754) › Section 450.2723 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2723 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to changes in articles stated in plan of merger.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-7 - Chapter 7 (450.2701...450.2754) › Section 450.2724 - Merger Other Than Under MCL 450.2736a.

450.2724 Merger other than under MCL 450.2736a.
Sec. 724.
All of the following apply when a merger, other than a merger under section 736a, takes effect:
(a) Every other corporation that is a party to the merger merges into the surviving corporation and the separate existence of every corporation that is a party to the merger except the surviving corporation ceases. A merger in which a domestic corporation is the surviving corporation is not considered a dissolution of any constituent domestic corporation or domestic business corporation.
(b) The title to all real estate and other property and rights owned by each corporation that is a party to the merger is vested in the surviving corporation without reversion or impairment.
(c) The surviving corporation may use the corporate name and the assumed names of any merging corporation, if the filings required under section 217(3) and (4) are made.
(d) The surviving corporation has all of the liabilities of each corporation that is a party to the merger.
(e) A person may continue any proceeding that is pending against any corporation that is a party to the merger as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.
(f) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger.
(g) The shares or memberships of each corporation party to the merger that are to be converted into shares, obligations, or other securities of or membership or other interests in the surviving or any other corporation or into cash or other property are converted.
History:
Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-7 - Chapter 7 (450.2701...450.2754) › Section 450.2731 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2731 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to merger or consolidation of foreign and domestic corporations.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-7 - Chapter 7 (450.2701...450.2754) › Section 450.2732 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2732 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to effect of merger or consolidation authorized by MCL 450.2731.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-7 - Chapter 7 (450.2701...450.2754) › Section 450.2736 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2736 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to merger or consolidation of domestic corporations and domestic or foreign business corporations.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-7 - Chapter 7 (450.2701...450.2754) › Section 450.2737 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2737 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to effect of merger or consolidation where surviving or new corporation is domestic corporation, domestic business corporation, or foreign business corporation.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-7 - Chapter 7 (450.2701...450.2754) › Section 450.2741 - Abandonment of Merger; Procedure; Certificate of Abandonment.

450.2741 Abandonment of merger; procedure; certificate of abandonment.
Sec. 741.
At any time before the effective date of the certificate of merger, subject to any contractual rights, a corporation may abandon a merger without further shareholder or member action, under a procedure set forth in the plan of merger or, if the plan of merger does not include an abandonment procedure, in the manner determined by the board. If a certificate of merger was filed by a corporation that abandons a merger, it shall file a certificate of abandonment within 10 days after the abandonment, but not later than the proposed effective date.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-7 - Chapter 7 (450.2701...450.2754) › Section 450.2751 - Actions by Corporation; Terms and Conditions; Consideration; "Consideration" Defined.

450.2751 Actions by corporation; terms and conditions; consideration; "consideration" defined.
Sec. 751.
(1) A corporation may take any of the following actions on the terms and conditions and for a consideration authorized by its board of directors:
(a) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property and assets in the usual and regular course of its business.
(b) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property and assets following approval of a dissolution under section 804.
(c) Transfer any or all of its property and assets to another corporation of which it owns all of the shares, or to another entity that it controls or wholly owns, whether or not in the usual and regular course of business.
(d) Mortgage or pledge any or all of its property and assets, whether or not in the usual and regular course of business.
(2) Unless otherwise provided in the articles of incorporation, approval by the shareholders or members of a transaction described in subsection (1) is not required.
(3) As used in subsection (1), "consideration" may consist in whole or in part of cash or other property, including shares, bonds, or other securities of any other domestic corporation, domestic business corporation, foreign corporation, or foreign business corporation.
History:
Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-7 - Chapter 7 (450.2701...450.2754) › Section 450.2754 - Merger or Acquisition Under MCL 2703a(2); Right of Shareholders or Members to Receive Notice and Vote.

450.2754 Merger or acquisition under MCL 2703a(2); right of shareholders or members to receive notice and vote.
Sec. 754.
Shareholders or members of a corporation that proposes to issue, directly or through a subsidiary, its shares, memberships, obligations, or securities in the course of a merger, acquisition of some or all of the outstanding shares of another corporation or interests in or memberships of another entity, or acquisition of some or all of the assets other than cash of a corporation or other entity have the rights to receive notice and to vote on the proposed merger or acquisition provided under section 703a(2) if both of the following apply:
(a) The securities or other interests to be issued or delivered in the acquisition are or may be converted into shares or memberships of the acquiring corporation.
(b) The number of the acquiring corporation's voting shares or member votes to be issued or delivered, plus those initially issuable on the conversion or exchange of any other securities to be issued or delivered, will exceed 100% of the number of its voting shares or member votes outstanding immediately before the acquisition plus the number of its common shares or memberships, if any, initially issuable on the conversion or exchange of any other securities that are then outstanding.
History:
Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2801 - Dissolution of Corporation; Methods; Summary Dissolution of Corporation Whose Assets Disposed of Under Court Order in Receivership or Bankruptcy Proceedings; Filing Copy of Order With Administrator.

450.2801 Dissolution of corporation; methods; summary dissolution of corporation whose assets disposed of under court order in receivership or bankruptcy proceedings; filing copy of order with administrator.
Sec. 801.
(1) A corporation may be dissolved in any of the following ways:
(a) Automatically by expiration of a period of duration to which the corporation is limited in its articles of incorporation.
(b) By action of the incorporators or directors under section 803.
(c) By action of the shareholders, members, or the board under section 804.
(d) Pursuant to an agreement under section 488. A dissolution under this subdivision becomes effective by filing a certificate under section 805.
(e) By a judgment of the circuit court in an action that is brought under this act or otherwise.
(f) Automatically, under section 922, for failure to file an annual report or pay an annual filing fee.
(2) A corporation whose assets have been wholly disposed of under court order in receivership or bankruptcy proceedings may be summarily dissolved by order of the court that has jurisdiction of the proceedings. The clerk of the court shall file a copy of the order with the administrator.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2803 - Dissolution of Corporation by Action of Incorporators or Directors; Conditions; Certificate of Dissolution.

450.2803 Dissolution of corporation by action of incorporators or directors; conditions; certificate of dissolution.
Sec. 803.
(1) A corporation may be dissolved by action of its incorporators or directors, if the corporation complies with all of the following conditions:
(a) Has not commenced affairs.
(b) Has not issued any shares and has no members entitled to vote on dissolution.
(c) Has no debts or other liabilities.
(d) Has received no payments on subscriptions for its shares or memberships, contributions or other funds from members or third parties, or, if it has received payments, has returned them to those entitled thereto, less any part thereof disbursed for expenses.
(2) The dissolution of the corporation shall be effected by a majority of the incorporators or directors, executing and filing a certificate of dissolution stating:
(a) The name of the corporation.
(b) That the corporation has not commenced affairs, has issued no shares, and has no members entitled to vote on dissolution, and has no debts or other liabilities.
(c) That the corporation has received no payments on subscriptions to its shares or memberships, contributions or other funds from members or third parties, or, if it has received payments, has returned them to those entitled thereto, less any part thereof disbursed for expenses.
(d) That a majority of the incorporators or directors have elected that the corporation be dissolved.
History:
1982, Act 162, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2805 - Dissolution Under Agreement Under MCL 450.2488; Effectiveness.

450.2805 Dissolution under agreement under MCL 450.2488; effectiveness.
Sec. 805.
Dissolution under an agreement under section 488 becomes effective by executing and filing a certificate of dissolution on behalf of the corporation that states the name of the corporation and that the corporation is dissolved under an agreement under section 488.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2811 - Revocation of Dissolution Proceedings; Filing and Execution of Certificate; Additional Manner of Revocation.

450.2811 Revocation of dissolution proceedings; filing and execution of certificate; additional manner of revocation.
Sec. 811.
(1) A corporation may revoke dissolution proceedings commenced under section 488 or 804 before complete distribution of assets, if a proceeding under section 851 is not pending, by filing a certificate of revocation that is executed, in person or by proxy, by all the shareholders, members, or directors that are entitled to vote on dissolution, and states that the revocation is effective under this section and that all the shareholders, members, or directors of the corporation that are entitled to vote on dissolution have executed the certificate in person or by proxy.
(2) In addition to revoking a dissolution under subsection (1), a corporation may also revoke dissolution proceedings commenced under section 804 before complete distribution of assets, if a proceeding under section 851 is not pending, in the following manner:
(a) Unless the power to dissolve the corporation is reserved to the shareholders or members without action of the board in the articles of incorporation or in an agreement under section 488, the board of directors shall adopt a resolution revoking dissolution. The corporation shall submit the proposed revocation for approval at a meeting of shareholders or members. The corporation shall give the shareholders or members the same notice of the meeting and the revocation must be approved by the same vote that is required under section 804 for the approval of dissolution.
(b) If the power to dissolve the corporation is reserved to the shareholders or members without action of the board in the articles of incorporation or in an agreement under section 488, the shareholders or members may approve revocation of dissolution in the manner provided in the articles of incorporation or in the agreement under section 488 for approval of dissolution. The corporation shall give the shareholders or members the same notice of the meeting that is required under section 804 for the approval of dissolution and the revocation of dissolution must be approved by the same vote that is required under section 804 or in the applicable provisions of the articles of incorporation or in the agreement under section 488 for the approval of dissolution.
(c) If the corporation is organized on a directorship basis, a dissolution may be revoked by the affirmative vote of a majority of the directors who are then in office. The corporation shall give the directors the same notice of the meeting that is required in section 804 for dissolution.
(d) A certificate of revocation, that states that dissolution is revoked under this section, and includes the information required under section 804(8), shall be executed and filed on behalf of the corporation.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2815 - Renewal of Corporate Existence.

450.2815 Renewal of corporate existence.
Sec. 815.
A corporation whose term has expired may renew its corporate existence, if a proceeding under section 851 is not pending, in the following manner:
(a) The board adopts a resolution to renew the corporation's corporate existence.
(b) If the corporation is organized on a stock or membership basis, the corporation submits the proposed renewal for approval at a meeting of shareholders or members. The corporation shall give notice to each shareholder or member of record that is entitled to vote at the meeting within the time and in the manner provided under this act for the giving of notice of meetings of shareholders or members. The notice shall state that a purpose of the meeting is to vote on the renewal of corporate existence. At the meeting, shareholders or members that are entitled to vote on the renewal shall vote on the proposed renewal and the renewal is adopted if a majority of the votes held by shareholders or members of the corporation that are entitled to vote on the renewal are cast in favor of the renewal. Unless a greater vote is required in the articles of incorporation or in a bylaw adopted by the shareholders or members, a proposed renewal is also adopted if a majority of votes that are held by shareholders or members present in person or by proxy at the meeting are cast in favor of the renewal and due notice of the time, place, and object of the meeting is given by mail, at the last known address, to each shareholder or member that is entitled to vote on the renewal at least 20 days before the date of the meeting or by publication in a publication distributed to its shareholders or members at least 20 days before the date of the meeting.
(c) If the corporation is organized on a directorship basis, renewal is authorized if it receives the affirmative vote of a majority of directors who are then in office.
(d) If renewal of the corporate existence of a corporation is approved, a certificate of renewal shall be executed and filed on behalf of the corporation that includes all of the following:
(i) The name of the corporation.
(ii) The date and place of the meeting of shareholders or members at which the renewal of existence was approved, if any.
(iii) A statement that renewal was approved by the requisite vote of the directors and the shareholders or members under subdivision (b), or of the directors under subdivision (c).
(iv) The duration of the corporation, if other than perpetual.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2817 - Effect of Filing Certificate of Revocation of Dissolution or Renewal of Corporate Existence; Accrued Penalty or Liability; Adoption of Corporate Name; Rights.

450.2817 Effect of filing certificate of revocation of dissolution or renewal of corporate existence; accrued penalty or liability; adoption of corporate name; rights.
Sec. 817.
(1) When a certificate of revocation of dissolution is filed under section 811 or a certificate of renewal of existence is filed under section 815, the revocation of the dissolution proceedings or the renewal of the corporate existence becomes effective, and the corporation may again conduct affairs.
(2) Revocation of dissolution under section 811 or renewal of corporate existence under section 815 does not relieve a corporation of any penalty or liability accrued against it under any law of this state.
(3) The administrator may require a corporation that files a certificate of revocation of dissolution under section 811 or a certificate of renewal of corporate existence under section 815 to adopt a corporate name that conforms to the requirements of section 212.
(4) The rights of a corporation that complies with this section are the same as though a dissolution or expiration of term has not occurred, and all contracts entered into and other rights acquired during the interval are valid and enforceable.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2821 - Action by Attorney General for Dissolution of Corporation; Grounds; Other Actions.

450.2821 Action by attorney general for dissolution of corporation; grounds; other actions.
Sec. 821.
(1) The attorney general may bring an action in the circuit court for the county in which the principal place of business or registered office of a corporation is located or for Ingham county for dissolution of a corporation on the ground that the corporation has committed any of the following acts:
(a) Procured its organization through fraud.
(b) Repeatedly, willfully, and materially exceeded the authority conferred on it by law.
(c) Repeatedly, willfully, and materially conducted its affairs in an unlawful manner.
(2) The enumeration in this section of grounds for dissolution does not exclude any other statutory or common law action by the attorney general for dissolution of a corporation or revocation or forfeiture of its corporate franchises.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2825 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2825 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to adjudging dissolution and liquidation of assets and affairs of corporation by circuit court in action filed by shareholder, member, or director.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2831 - Dissolution of Corporation; Conditions.

450.2831 Dissolution of corporation; conditions.
Sec. 831.
A corporation is dissolved when any of the following occurs:
(a) The period of duration stated in the corporation's articles of incorporation expires.
(b) A certificate of dissolution is filed pursuant to sections 803 to 805.
(c) A judgment of forfeiture of corporate franchises or of dissolution is entered by a court of competent jurisdiction and a copy of a judicial order of dissolution shall be forwarded promptly to the administrator by the receiver or other person designated by the court.
(d) Failure to file an annual report or pay an annual filing fee, as provided in section 922.
History:
1982, Act 162, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2833 - Dissolved Corporation; Continuation of Corporate Existence; Conduct of Affairs.

450.2833 Dissolved corporation; continuation of corporate existence; conduct of affairs.
Sec. 833.
Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall not conduct affairs except for the purpose of winding up its affairs by:
(a) Collecting its assets.
(b) Selling or otherwise transferring, with or without security, assets which are not to be distributed in kind pursuant to section 855.
(c) Paying its debts and other liabilities.
(d) Doing all other acts incident to liquidation of its affairs.
History:
1982, Act 162, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2834 - Dissolved Corporation and Officers, Directors, Shareholders, and Members; Manner of Functioning.

450.2834 Dissolved corporation and officers, directors, shareholders, and members; manner of functioning.
Sec. 834.
Subject to section 833 and except as otherwise provided by court order, a dissolved corporation, its officers, directors, shareholders, and members shall continue to function in the same manner as if dissolution had not occurred. Without limiting the generality of this section:
(a) The directors of the corporation are not deemed to be trustees of its assets solely because of the fact of dissolution and shall thereby be held to no greater standard of conduct than that prescribed by section 541.
(b) Title to the corporation's assets remains in the corporation until transferred by it in the corporate name.
(c) The dissolution does not change quorum or voting requirements for the board, shareholders, or members and does not alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, directors or officers, or provisions regarding amendment or repeal of bylaws or adoption of new bylaws.
(d) Shares may be transferred if otherwise authorized.
(e) The corporation may sue and be sued in its corporate name and process may issue by and against the corporation in the same manner as if dissolution had not occurred.
(f) An action brought against the corporation before its dissolution does not abate because of the dissolution.
History:
1982, Act 162, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2841 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2841 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to notice to creditors.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2841a - Written Notice to Claimants of Dissolved Corporation.

450.2841a Written notice to claimants of dissolved corporation.
Sec. 841a.
(1) A dissolved corporation may notify its existing claimants in writing of the dissolution of the corporation 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 corporation 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 by which the dissolved corporation must receive the claim. The deadline must be at least 6 months after the effective date of the written notice.
(d) A statement that a claim that is not received by the deadline is barred.
(2) Providing a notice under subsection (1) does not constitute recognition that a person to which the notice is directed has a valid claim against the corporation.
(3) A claim against a dissolved corporation is barred if either of the following applies:
(a) If a claimant that was given written notice under subsection (1) does not deliver the claim to the dissolved corporation by the deadline.
(b) If a claimant whose claim is rejected by a written notice of rejection by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days after the effective date of the written notice of rejection.
(4) As used in this section and section 842a:
(a) The "effective date" of a written notice is the earliest of the following:
(i) The date it is received.
(ii) Five days after its deposit in the United States mail, as evidenced by the postmark, if it is mailed postpaid and correctly addressed.
(iii) 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.
(b) "Existing claim" means any claim or right against a corporation, liquidated or unliquidated. The term does not mean a contingent liability or a claim that is based on an event that occurs after the effective date of dissolution of the corporation.
History:
Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2842 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2842 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to mailing notice to creditor of corporation.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2842a - Publication of Notice of Dissolved Corporation.

450.2842a Publication of notice of dissolved corporation.
Sec. 842a.
(1) In addition to providing notice under section 841a, a dissolved corporation may also publish notice of dissolution at any time after the effective date of dissolution and request that persons with claims against the corporation present them in the manner described in the notice.
(2) A notice described in subsection (1) must meet both of the following:
(a) Be published 1 time in a newspaper of general circulation in the county where the dissolved corporation's principal office, or if there is no principal office in this state, its registered office, is or was last located.
(b) State that a claim against the corporation is barred unless a proceeding to enforce the claim is commenced within 1 year after the publication date of the newspaper notice.
(3) Subject to subsection (4), if a dissolved corporation publishes a newspaper notice under 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 corporation within 1 year after the publication date of the newspaper notice:
(a) A claimant that did not receive written notice under section 841a.
(b) A claimant that sent a timely claim to the dissolved corporation but the corporation did not act on the claim.
(c) A claimant whose claim is contingent or based on an event that occurs after the effective date of dissolution.
(4) Notwithstanding subsection (3), a claimant that has an existing claim that is known to the corporation at the time of publication under subsection (2) and that did not receive written notice under section 841a is not barred from commencing a proceeding until 6 months after the claimant has actual notice of the dissolution.
History:
Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2843 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

450.2843 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.
Compiler's Notes:
The repealed section pertained to rejection of claim filed by creditor.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2851 - Application for Judgment That Affairs of Corporation and Liquidation of Assets Continue Under Supervision of Court; Orders and Judgments; Permitting Creditor to File Claim or Commence Proceeding.

450.2851 Application for judgment that affairs of corporation and liquidation of assets continue under supervision of court; orders and judgments; permitting creditor to file claim or commence proceeding.
Sec. 851.
(1) After a corporation is dissolved in any manner, the corporation, a creditor, a shareholder, member, or a director may apply at any time to the circuit court in the county in which the principal place of business or registered office of the corporation is located for a judgment that the affairs of the corporation and the liquidation of its assets continue under supervision of the court. The court shall make any orders and judgments that are required, including, but not limited to, continuance of the liquidation of the corporation's assets by its officers and directors under supervision of the court, or the appointment of a receiver of the corporation that is vested with powers that the court designates to liquidate the affairs of the corporation.
(2) For good cause shown, and if a corporation has not made complete distribution of its assets, the court may permit a creditor that has a claim against the corporation and has not delivered that claim to the corporation or commenced a proceeding to enforce the claim within the time limits under sections 841a and 842a, or who has not commenced an action on a rejected claim within the time limits under sections 841a and 842a, to file the claim or to commence a proceeding within the time that the court directs.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2861 - Plan of Reorganization; Action by Directors, Shareholders, or Members Not Required to Put Plan Into Effect.

450.2861 Plan of reorganization; action by directors, shareholders, or members not required to put plan into effect.
Sec. 861.
A corporation for which a plan of reorganization has been confirmed by the judgment of a court of competent jurisdiction pursuant to any applicable law of this state or the United States may put into effect and carry out the plan without action by its directors, shareholders, or members. Such action may be taken as directed in the judgment by the receiver or trustee of the corporation appointed in the reorganization proceedings, or by any other person designated by the court.
History:
1982, Act 162, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2862 - Powers of Corporation Under Reorganization; Issuing Shares of Capital Stock and Bonds for Consideration Specified in Plan of Reorganization.

450.2862 Powers of corporation under reorganization; issuing shares of capital stock and bonds for consideration specified in plan of reorganization.
Sec. 862.
(1) The corporation, in the manner provided in section 861, but without limiting the generality or effect of that section, may amend or repeal its bylaws; constitute or reconstitute and classify or reclassify its board of directors, and name, constitute, or appoint directors and officers in place of or in addition to any director or officer then in office; amend its articles of incorporation, and make any change in its capital or capital stock, or any other amendment, change, alteration, or provision, authorized by this act; be dissolved, transfer any part of its assets, and merge or consolidate as permitted by this act, change the location of its registered office, and remove or appoint a resident agent; authorize and fix the terms, manner, and conditions of the issuance of bonds, debentures, or other obligations, whether or not convertible into shares of its capital stock of any class, or bearing warrants or other evidences of optional rights to purchase or subscribe for shares of its capital stock of any class, and lease its property and franchises.
(2) Irrespective of any other provision of this act, the corporation may issue its shares of capital stock and its bonds for the consideration specified in the plan of reorganization after confirmation of the plan.
History:
1982, Act 162, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2863 - Document Filed or Recorded to Accomplish Corporate Purpose Pursuant to Plan of Reorganization; Making, Execution, and Acknowledgment; Contents; Filing.

450.2863 Document filed or recorded to accomplish corporate purpose pursuant to plan of reorganization; making, execution, and acknowledgment; contents; filing.
Sec. 863.
A certificate or other document required or permitted by law to be filed or recorded to accomplish any corporate purpose, sought to be accomplished pursuant to the plan of reorganization, shall be made, executed, and acknowledged, as may be directed by such judgment by the persons designated in section 861. The certificate or document shall certify that provision for the making of the certificate or document is contained in the plan of reorganization or in a judgment of a court having jurisdiction of the proceeding under such applicable statute of this state or of the United States for the reorganization of the corporation, and that the plan has been confirmed, as provided by such applicable statute, with the title and venue of the proceeding and the date of the judgment confirming the plan. The certificate or other document shall be filed as provided in section 131, and upon such filing becomes effective in accordance with the terms thereof and the provisions of sections 861 to 864.
History:
1982, Act 162, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-8 - Chapter 8 (450.2801...450.2864) › Section 450.2864 - Reversal or Vacation of Reorganization Plan; Filing of Other or Further Certificates or Documents; Effect; Fees.

450.2864 Reversal or vacation of reorganization plan; filing of other or further certificates or documents; effect; fees.
Sec. 864.
(1) If after the filing of a certificate or other document the order of confirmation of the plan of reorganization is reversed or vacated or the plan is modified, other or further certificates or documents shall be filed as required to conform to the plan of reorganization as finally confirmed or to the judgment of the court.
(2) Except as otherwise provided in sections 861 to 864, a certificate or other document filed pursuant to this section or section 863 is not deemed to confer on a corporation any power, privilege, or franchise, except those permitted to be conferred on a corporation formed or existing under this act.
(3) On the filing of a certificate or other document pursuant to this section or any other section of this act, the same fees shall be paid to the administrator as are payable by a corporation not in reorganization upon filing like certificates or documents.
History:
1982, Act 162, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-9 - Chapter 9 (450.2901...450.2935) › Section 450.2901 - Report of Domestic Corporation; Contents; Electronic Transmission; Distribution to Shareholder, Member, or Director.

450.2901 Report of domestic corporation; contents; electronic transmission; distribution to shareholder, member, or director.
Sec. 901.
(1) A domestic corporation at least once in each calendar year shall prepare or have prepared a report of the corporation for the preceding fiscal year and distribute that report to each shareholder or member or present the report at the annual meeting of shareholders or members or, if the corporation is organized on a directorship basis, at the annual meeting of the board. The report shall include all of the following for the corporation's preceding fiscal year:
(a) Its income statement.
(b) Its year-end balance sheet, including trust funds and funds restricted by donors or the board.
(c) Its statement of source and application of funds, if the corporation prepares that statement.
(d) Any other information required under this act.
(2) A corporation may distribute the financial report required under subsection (1) electronically, either by electronic transmission of the report or by making the report available for electronic transmission. If the report is distributed electronically under this subsection, the corporation shall provide the report in written form to a shareholder, member, or director on request.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2008, Act 9, Imd. Eff. Feb. 29, 2008 ;-- Am. 2008, Act 222, Imd. Eff. July 16, 2008 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-9 - Chapter 9 (450.2901...450.2935) › Section 450.2911 - Annual Report to Administrator; Filing; Contents.

450.2911 Annual report to administrator; filing; contents.
Sec. 911.
(1) Each domestic corporation and each foreign corporation authorized to conduct affairs in this state shall file a report with the administrator not later than October 1 of each year. The report shall be on a form approved by the administrator, signed by an authorized officer or agent of the corporation, and contain all of the following information:
(a) The name of the corporation.
(b) The name of its resident agent and address of its registered office in this state.
(c) The names and business or residence addresses of its president, secretary, treasurer, and directors.
(d) The purposes of the corporation.
(e) The general nature and kind of business in which the corporation is engaged.
(2) A corporation is not required to file a report required under this section in the year of incorporation or authorization if the corporation was formed or authorized to do business on or after January 1 and before October 1 of that year.
(3) If there are no changes in the information provided in the last filed report required under subsection (1), the corporation may file a report that certifies to the administrator that no changes in the required information have occurred since the last filed report. A report filed under this subsection shall be on a form approved by the administrator and filed not later than the date required in subsection (1).
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 1984, Act 209, Eff. Nov. 1, 1985 ;-- Am. 1996, Act 84, Imd. Eff. Feb. 27, 1996 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-9 - Chapter 9 (450.2901...450.2935) › Section 450.2913 - Destruction or Disposal of Certain Records.

450.2913 Destruction or disposal of certain records.
Sec. 913.
A county clerk may destroy the copies of any corporate documents of a domestic or foreign corporation that were forwarded to his or her office under 1931 PA 327, MCL 450.98 to 450.192, a former provision of 1931 PA 327, or its predecessor act. The clerk may destroy these records or dispose of them under section 11 of the Michigan history center act, 2016 PA 470, MCL 399.811.
History:
1982, Act 162, Eff. Jan. 1, 1983 ;-- Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015 ;-- Am. 2017, Act 178, Eff. Feb. 19, 2018
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192) › 162-1982-9 - Chapter 9 (450.2901...450.2935) › Section 450.2915 - Repealed. 2003, Act 107, Imd. Eff. July 24, 2003.

450.2915 Repealed. 2003, Act 107, Imd. Eff. July 24, 2003.
Compiler's Notes:
The repealed section pertained to report and fee.