reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1806 - Certificate of Dissolution; Filing; Time of Effectiveness; Conditions; Date Stamp as Evidence.

450.1806 Certificate of dissolution; filing; time of effectiveness; conditions; date stamp as evidence.
Sec. 806.
(1) A certificate of dissolution filed with the administrator is effective at the time the certificate is first received by the administrator, not the date of filing, if all of the following are met:
(a) The dissolution is pursuant to an agreement under section 488 or is commenced under section 804.
(b) The administrator receives the certificate of dissolution after June 21, 2003 and before June 30, 2003.
(c) The corporation published notice of dissolution of the corporation under section 842a after June 21, 2003 and before June 30, 2003.
(d) The certificate does not set forth a subsequent effective time, not later than 90 days after the date the certificate is received by the administrator.
(2) For purposes of subsection (1), the administrator's date stamp on the certificate of dissolution is evidence of the date the administrator received the certificate. If there are multiple date stamps on the certificate, the earliest date stamp is evidence of the date the administrator first received the certificate.
History:
Add. 2008, Act 402, Imd. Eff. Jan. 6, 2009
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1811 - Revocation of Dissolution Proceedings; Certificate of Revocations.

450.1811 Revocation of dissolution proceedings; certificate of revocations.
Sec. 811.
(1) Dissolution proceedings commenced pursuant to section 488 or 804 may be revoked before complete distribution of assets, if a proceeding pursuant to section 851 is not pending, by filing a certificate of revocation executed, in person or by proxy, by all the shareholders, stating that revocation is effective pursuant to this section and that all the shareholders of the corporation have executed the certificate in person or by proxy.
(2) Dissolution proceedings commenced pursuant to section 804 may also be revoked before complete distribution of assets, if a proceeding pursuant to section 851 is not pending, in the following manner:
(a) The board of directors shall adopt a resolution revoking the dissolution. The proposed revocation shall be submitted for approval at a meeting of shareholders. The shareholders shall be given the same notice of the meeting and the revocation shall be approved by the same vote as required by section 804 for the approval of dissolution.
(b) A certificate of revocation, stating that dissolution is revoked pursuant to this section, and giving the information required by section 804(7), shall be executed and filed on behalf of the corporation.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1815 - Renewal of Corporate Existence; Manner.

450.1815 Renewal of corporate existence; manner.
Sec. 815.
A corporation whose term has expired may renew its corporate existence, if a proceeding pursuant to section 851 is not pending, in the following manner:
(a) The board shall adopt a resolution that the corporate existence be renewed. The proposed renewal shall be submitted for approval at a meeting of shareholders. Notice shall be given to each shareholder of record entitled to vote at the meeting within the time and in the manner provided in this act for the giving of notice of meetings of shareholders, and shall state that a purpose of the meeting is to vote on the renewal of corporate existence.
(b) At the meeting a vote of shareholders entitled to vote on the renewal shall be taken on the proposed renewal which shall be adopted upon receiving the affirmative vote of holders of a majority of the outstanding shares.
(c) If renewal of the corporate existence is approved, a certificate of renewal shall be executed and filed on behalf of the corporation, setting forth all of the following:
(i) The name of the corporation.
(ii) The date and place of the meeting of shareholders approving the renewal of existence.
(iii) A statement that renewal was approved by the requisite vote of directors and shareholders.
(iv) The duration of the corporation if other than perpetual.
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) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1817 - Effective Date of Revocation of Dissolution or Renewal of Corporate Existence; Accrued Penalty or Liability Unaffected; Adoption of Corporate Name; Rights of Corporation.

450.1817 Effective date of revocation of dissolution or renewal of corporate existence; accrued penalty or liability unaffected; adoption of corporate name; rights of corporation.
Sec. 817.
(1) When the certificate of revocation of dissolution or of renewal of existence is filed, the revocation of the dissolution proceedings or the renewal of the corporate existence becomes effective, and the corporation may again transact its business.
(2) Revocation of dissolution or renewal of corporate existence does not relieve the corporation of any penalty or liability accrued against it under any law of this state, and the corporation shall file any report and pay any fee required under this act for any year for which a report was not filed or a fee was not paid.
(3) Upon filing a certificate of revocation of dissolution or renewal of existence, the administrator may require the corporation to adopt a corporate name that conforms to the requirements of section 212.
(4) Upon compliance with the provisions of this section, the rights of the corporation are the same as though a dissolution or expiration of term had not occurred, and all contracts entered into and other rights acquired during the interval are valid and enforceable.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1821 - Action by Attorney General for Dissolution; Grounds.

450.1821 Action by attorney general for dissolution; grounds.
Sec. 821.
(1) The attorney general may bring an action in the circuit court of the county in which the principal place of business or registered office of the corporation is located for dissolution of a corporation upon the ground that the corporation has committed any of the following acts:
(a) Procured its organization through fraud.
(b) Repeatedly and willfully exceeded the authority conferred upon it by law.
(c) Repeatedly and willfully conducted its business 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:
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) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1823 - Action by Director or Shareholder for Dissolution; Judgment; Proof.

450.1823 Action by director or shareholder for dissolution; judgment; proof.
Sec. 823.
A corporation may be dissolved by a judgment entered in an action brought in the circuit court of the county in which the principal place of business or registered office of the corporation is located by 1 or more directors or by 1 or more shareholders entitled to vote in an election of directors of the corporation, upon proof of both of the following:
(a) The directors of the corporation, or its shareholders if an agreement among the shareholders authorized by section 488 is in effect, are unable to agree by the requisite vote on material matters respecting management of the corporation's affairs, or the shareholders of the corporation are so divided in voting power that they have failed to elect successors to any director whose term has expired or would have expired upon the election and qualification of his or her successor.
(b) As a result of a condition stated in subdivision (a), the corporation is unable to function effectively in the best interests of its creditors and shareholders.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 2006, Act 63, Imd. Eff. Mar. 20, 2006
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1825 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1825 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to action by shareholder for dissolution and liquidation.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1831 - Occurrences Dissolving Corporation.

450.1831 Occurrences dissolving corporation.
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:
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) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1833 - Corporate Existence Continued for Purpose of Winding Up Affairs.

450.1833 Corporate existence continued for purpose of winding up affairs.
Sec. 833.
Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall not carry on business 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 to its shareholders.
(c) Paying its debts and other liabilities.
(d) Doing all other acts incident to liquidation of its business and affairs.
History:
1972, Act 284, Eff. Jan. 1, 1973
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1834 - Functions of Dissolved Corporation and Its Officers, Directors, and Shareholders Continued.

450.1834 Functions of dissolved corporation and its officers, directors, and shareholders continued.
Sec. 834.
Subject to section 833 and except as otherwise provided by court order, a dissolved corporation, its officers, directors and shareholders 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 and shall be held to no greater standard of conduct than that prescribed by section 541a.
(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 or shareholders, 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.
(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:
1972, Act 284, Eff. Jan. 1, 1973 ;-- 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) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1841 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1841 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to notice to creditors of dissolved corporation.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1841a - Notice to Existing Claimants of Dissolution; Contents; Notice as Recognition of Validity of Claim; Conditions Barring Claim; “Existing Claim” Defined; Effective Date of Notice.

450.1841a Notice to existing claimants of dissolution; contents; notice as recognition of validity of claim; conditions barring claim; “existing claim” defined; effective date of notice.
Sec. 841a.
(1) The dissolved corporation may notify its existing claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice shall include all of the following:
(a) A description of the information that must be included in a claim. The 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, which may not be less than 6 months from the effective date of the written notice, by which the dissolved corporation must receive the claim.
(d) A statement that the claim will be barred if not received by the deadline.
(2) The giving of notice described above does not constitute recognition that a person to whom the notice is directed has a valid claim against the corporation.
(3) A claim against the dissolved corporation is barred if either of the following applies:
(a) If a claimant who was given written notice under subsection (1) does not deliver the claim to the dissolved corporation by the deadline.
(b) If a claimant whose claim was rejected by a written notice of rejection by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the written notice of rejection.
(4) For purposes of this section and section 842a, "existing claim" means any claim or right against the corporation, liquidated or unliquidated. It does not mean a contingent liability or a claim based on an event occurring after the effective date of dissolution.
(5) For purposes of this section, the effective date of the written notice is the earliest of the following:
(a) The date it is received.
(b) Five days after its deposit in the United States mail, as evidenced by the postmark, if it is mailed postpaid and correctly addressed.
(c) The date shown on the return receipt, if the notice is sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
History:
Add. 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) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1842 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1842 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to notice to creditors of dissolved corporation.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1842a - Publication of Notice of Dissolution; Requirements; Claimants Commencing Proceedings Within 1 Year of Notice.

450.1842a Publication of notice of dissolution; requirements; claimants commencing proceedings within 1 year of notice.
Sec. 842a.
(1) 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 accordance with the notice.
(2) The notice must be in accord with 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 will be barred unless a proceeding to enforce the claim is commenced within 1 year after the publication date of the newspaper notice.
(3) If the dissolved corporation publishes a newspaper notice in accordance with subsection (2), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within 1 year after the publication date of the newspaper notice:
(a) A claimant who did not receive written notice under section 841a.
(b) A claimant whose claim was timely sent to the dissolved corporation but not acted on.
(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(4) Notwithstanding subsection (3), a claimant having an existing claim known to the corporation at the time of publication in accordance with subsection (2) and who 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. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1843 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1843 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to rejection of creditor's claim.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1851 - Judicial Supervision of Corporate Affairs and Liquidation of Assets; Permitting Creditor to File Claim or Commence Proceeding.

450.1851 Judicial supervision of corporate affairs and liquidation of assets; permitting creditor to file claim or commence proceeding.
Sec. 851.
(1) After a corporation has been dissolved in any manner, the corporation, a creditor, or a shareholder may apply at any time to the circuit court of 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 orders and judgments as may be 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 to be vested with powers as the court designates to liquidate the affairs of the corporation.
(2) For good cause shown, and so long as a corporation has not made complete distribution of its assets, the court may permit a creditor who has not delivered his or her claim or commenced a proceeding to enforce his or her claim within the time limits provided in sections 841a and 842a to file the claim or to commence a proceeding within the time as the court directs.
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) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1855 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1855 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to distribution of assets to shareholders.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1855a - Provision for Debts, Obligations, and Liabilities; Distribution of Remaining Assets.

450.1855a Provision for debts, obligations, and liabilities; distribution of remaining assets.
Sec. 855a.
Before making a distribution of assets to shareholders in dissolution, a corporation shall pay or make provision for its debts, obligations, and liabilities. Compliance with this section requires that, to the extent that a reasonable estimate is possible, provision be made for those debts, obligations, and liabilities anticipated to arise after the effective date of dissolution. Provision need not be made for any debt, obligation, or liability that is or is reasonably anticipated to be barred under section 841a or 842a. The fact that corporate assets are insufficient to satisfy claims arising after a dissolution does not create a presumption that the corporation has failed to comply with this section. Adequate provision is deemed to have been made for any debt, obligation, or liability of the corporation if payment has been assumed or guaranteed in good faith by 1 or more financially responsible corporations, persons, or the United States government or agency of the United States government, and the provision, including the financial responsibility of the corporations or other persons, was determined in good faith and with reasonable care by the board to be adequate. After payment or adequate provision has been made for the corporation's debts, obligations, or liabilities, the remaining assets shall be distributed, except as otherwise provided in this section, in cash, in kind, or both in cash and in kind, to shareholders according to their respective rights and interests. A shareholder beneficially owning less than 5% of the outstanding shares may be paid in cash only, even if a shareholder beneficially owning 5% or more of the outstanding shares receives a distribution in kind, if the ownership of all shareholders receiving cash instead of distributions in kind without their written consent does not exceed 10% of all outstanding shares.
History:
Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1861 - Implementation of Judicially Confirmed Plan of Reorganization.

450.1861 Implementation of judicially confirmed plan of reorganization.
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 or shareholders. 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:
1972, Act 284, Eff. Jan. 1, 1973
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1862 - Powers of Corporation Under Judicially Confirmed Plan of Reorganization.

450.1862 Powers of corporation under judicially confirmed 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 or alteration, or provision, authorized by this act; be dissolved, transfer any part of its assets, and merge or consolidate as permitted by this act, but in any of these cases a shareholder does not have a statutory right of appraisal of his shares; 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:
1972, Act 284, Eff. Jan. 1, 1973
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1863 - Certificate or Document Filed or Recorded Pursuant to Plan of Reorganization.

450.1863 Certificate or document filed or recorded pursuant to plan of reorganization.
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:
1972, Act 284, Eff. Jan. 1, 1973
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-8 - Chapter 8 Dissolution (450.1801...450.1864) › Section 450.1864 - Additional Certificate or Document Filed to Conform to Plan of Reorganization as Finally Confirmed; Effect of Filing; Fees.

450.1864 Additional certificate or document filed to conform to plan of reorganization as finally confirmed; effect of filing; 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:
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) › 284-1972-9 - Chapter 9 Reports (450.1901...450.1935) › Section 450.1901 - Financial Report.

450.1901 Financial report.
Sec. 901.
(1) Each domestic corporation at least once in each year shall cause a financial report of the corporation for the preceding fiscal year to be made and distributed to each shareholder thereof within 4 months after the end of the fiscal year. The report shall include the corporation's statement of income, its year-end balance sheet, its statement of source and application of funds if prepared by the corporation, and any other information as may be required by this act.
(2) The financial report required by subsection (1) may be distributed 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 on request.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-9 - Chapter 9 Reports (450.1901...450.1935) › Section 450.1911 - Annual Report; Filing Date; Contents; Exception; Information Unchanged.

450.1911 Annual report; filing date; contents; exception; information unchanged.
Sec. 911.
(1) A domestic corporation and each foreign corporation subject to chapter 10 shall file a report with the administrator no later than May 15 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 addresses of its president, secretary, treasurer, and directors.
(d) General nature and kind of business in which the corporation is engaged.
(e) For each foreign corporation authorized to transact business in this state, the total number of authorized shares and the most recent percentage used in computation of the tax required by the Michigan business tax act, 2007 PA 36, MCL 208.1101 to 208.1601.
(f) For each professional corporation, the names and addresses of its shareholders and a certification that both of the following are met:
(i) Each shareholder is a licensed person in 1 or more of the professional services provided by the professional corporation.
(ii) The corporation meets the other requirements of chapter 2A.
(2) A corporation formed or authorized to do business on or after January 1 and before May 16 of a calendar year is not required to file the report described in subsection (1) for that calendar 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 no later than the date required under section 911.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1973, Act 98, Imd. Eff. Aug. 8, 1973 ;-- Am. 1977, Act 36, Eff. Oct. 1, 1977 ;-- Am. 1978, Act 32, Imd. Eff. Feb. 24, 1978 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 1996, Act 196, Eff. May 17, 1996 ;-- Am. 1996, Act 197, Imd. Eff. May 17, 1996 ;-- Am. 2007, Act 182, Imd. Eff. Dec. 21, 2007 ;-- 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) › 284-1972-9 - Chapter 9 Reports (450.1901...450.1935) › Section 450.1913 - Destruction or Disposition of Corporate Documents by County Clerk.

450.1913 Destruction or disposition of corporate documents by county clerk.
Sec. 913.
The county clerk may destroy the copies of the corporate documents of a domestic or foreign corporation that were forwarded to his or her office in accordance with 1931 PA 327, MCL 450.98 to 450.192, a former provision of 1931 PA 327, or its predecessor act. The clerk may destroy or dispose of these records in accordance with section 11 of the Michigan history center act, 2016 PA 470, MCL 399.811.
History:
Add. 1975, Act 286, Imd. Eff. Dec. 4, 1975 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 2017, Act 177, Eff. Feb. 19, 2018
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-9 - Chapter 9 Reports (450.1901...450.1935) › Section 450.1915 - Repealed. 2003, Act 106, Imd. Eff. July 24, 2003.

450.1915 Repealed. 2003, Act 106, Imd. Eff. July 24, 2003.
Compiler's Notes:
The repealed section pertained to annual report and filing fee.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-9 - Chapter 9 Reports (450.1901...450.1935) › Section 450.1921 - Neglecting or Refusing to File Report or Pay Fee; Penalty; Exception; Waiver.

450.1921 Neglecting or refusing to file report or pay fee; penalty; exception; waiver.
Sec. 921.
(1) If a domestic or foreign corporation neglects or refuses to file a report or pay a fee required by this act within the time specified, the corporation, in addition to its liability for the fee, is subject to a penalty of $10.00 for each month or part of a month that the corporation is delinquent, not to exceed $50.00.
(2) The penalty prescribed in this section shall not apply during an extension granted pursuant to section 923.
(3) As to penalties assessed under this section, the administrator may waive the assessment of the penalties in whole or in part where it appears the assessment of the penalties would constitute an improper and inequitable imposition upon the corporation and the administrator finds the waiver of such penalties to be in the public interest.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1973, Act 98, Imd. Eff. Aug. 8, 1973 ;-- Am. 1974, Act 303, Imd. Eff. Oct. 21, 1974 ;-- Am. 1975, Act 11, Imd. Eff. Mar. 25, 1975 ;-- Am. 1978, Act 32, Imd. Eff. Feb. 24, 1978 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-9 - Chapter 9 Reports (450.1901...450.1935) › Section 450.1922 - Dissolution of Corporation or Revocation of Certificate of Authority for Neglecting or Refusing to File Reports or Pay Fee or Penalty; Notice of Impending Dissolution; Right to Certificate of Good Standing.

450.1922 Dissolution of corporation or revocation of certificate of authority for neglecting or refusing to file reports or pay fee or penalty; notice of impending dissolution; right to certificate of good standing.
Sec. 922.
(1) If a domestic corporation neglects or refuses to file an annual report or pay an annual filing fee or a penalty added to the fee required by law, and the neglect or refusal continues for a period of 2 years from the date on which the annual report or filing fee was due, the corporation is automatically dissolved 60 days after the expiration of the 2-year period. The administrator shall notify the corporation of the impending dissolution not later than 90 days before the 2-year period expires. Until a corporation is dissolved, it is entitled to issuance by the administrator, on request, of a certificate of good standing setting forth that it is validly incorporated as a domestic corporation and that it is validly in existence under laws of this state.
(2) If a foreign corporation neglects or refuses for 1 year to file an annual report or pay an annual filing fee or a penalty added to the fee required by law, its certificate of authority is subject to revocation in accordance with section 1042. Until revocation of its certificate of authority, or its withdrawal from this state or termination of its existence, the foreign corporation is entitled to issuance by the administrator, on request, of a certificate of good standing setting forth that it is validly authorized to transact business in this state and that it holds a valid certificate of authority to transact business in this state.
(3) The administrator may electronically transmit a notification of impending dissolution described in subsection (1) to the resident agent of the corporation in the manner authorized by the corporation.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1978, Act 32, Imd. Eff. Feb. 24, 1978 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 2018, Act 85, Eff. June 24, 2018
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-9 - Chapter 9 Reports (450.1901...450.1935) › Section 450.1923 - Extension of Time for Filing Report; Report to Attorney General; Action for Imposition of Penalties; Notice of Failure to File Report.

450.1923 Extension of time for filing report; report to attorney general; action for imposition of penalties; notice of failure to file report.
Sec. 923.
(1) If good cause is shown, the administrator may extend the time for filing a report for not more than 1 year from the due date of the filing.
(2) The administrator may report promptly to the attorney general any violation of section 921, 922, 931, or 932, and the attorney general may bring an action for imposition of the prescribed penalties. If a domestic or foreign corporation neglects or refuses to file its report within the time prescribed under this act, the administrator shall notify the corporation of that fact by mail directed to its registered office not later than 90 days after the due date of the filing.
(3) The administrator may electronically transmit a notification described in subsection (2) to the resident agent of the corporation in the manner authorized by the corporation.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1978, Act 32, Imd. Eff. Feb. 24, 1978 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983 ;-- 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) › 284-1972-9 - Chapter 9 Reports (450.1901...450.1935) › Section 450.1924 - Annual Reports Due or Deficient; Penalties and Interest.

450.1924 Annual reports due or deficient; penalties and interest.
Sec. 924.
Annual reports due or deficient prior to the date of this amendatory act shall be subject to the penalties and interest in effect at the statutory filing date. Interest shall accrue at such rates until the filing is completed.
History:
Add. 1978, Act 32, Imd. Eff. Feb. 24, 1978
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-9 - Chapter 9 Reports (450.1901...450.1935) › Section 450.1925 - Renewal of Corporate Existence or Certificate of Authority by Filing Reports and Paying Fees and Penalties; Adoption of Corporate Name; Effect of Compliance.

450.1925 Renewal of corporate existence or certificate of authority by filing reports and paying fees and penalties; adoption of corporate name; effect of compliance.
Sec. 925.
(1) A domestic corporation which has been dissolved under subsection (1) of section 922, or a foreign corporation whose certificate of authority has been revoked under subsection (2) of section 922 or section 1042, may renew its corporate existence or its certificate of authority by filing the reports and paying the fees for the years for which they were not filed and paid, and for every subsequent intervening year, together with the penalties provided by section 921. Upon filing the reports and payment of the fees and penalties, the corporate existence or the certificate of authority is renewed. The administrator may require the corporation to adopt or use within this state a corporate name that conforms to the requirements of section 212.
(2) Upon compliance with the provisions of this section, the rights of the corporation shall be the same as though a dissolution or revocation had not taken place, and all contracts entered into and other rights acquired during the interval shall be valid and enforceable.
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) › 284-1972-9 - Chapter 9 Reports (450.1901...450.1935) › Section 450.1931 - Wilful False Statement in Report; Penalty.

450.1931 Wilful false statement in report; penalty.
Sec. 931.
If a domestic or foreign corporation which is required to file a report as provided in section 911 wilfully makes a false statement in the report, it is subject to an additional penalty of $1,000.00.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1978, Act 32, Imd. Eff. Feb. 24, 1978
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-9 - Chapter 9 Reports (450.1901...450.1935) › Section 450.1932 - False or Fraudulent Report, Certificate, or Statement; Falsification or Alteration of Books, Records, or Accounts; Penalties.

450.1932 False or fraudulent report, certificate, or statement; falsification or alteration of books, records, or accounts; penalties.
Sec. 932.
(1) A person who knowingly makes or files or a person who knowingly assists in the making or filing of a false or fraudulent report, certificate, or other statement required by this act to be filed by a domestic or foreign corporation with a public officer of this state, or a person knowing the same to be false or fraudulent, who procures, counsels, or advises the making or filing of a report, certificate, or statement, is guilty of a misdemeanor and is subject to a fine of not to exceed $1,000.00 for each offense.
(2) An officer or agent of a corporation who knowingly falsifies or wrongfully alters the books, records, or accounts of a corporation is guilty of a misdemeanor and is subject to a fine of not to exceed $1,000.00 for each such offense.
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) › 284-1972-9 - Chapter 9 Reports (450.1901...450.1935) › Section 450.1935 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1935 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.
Compiler's Notes:
The repealed section pertained to liability to creditor or shareholder for false representation or alteration.
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2001 - Foreign Corporation Transacting Business in State on Effective Date of Act.

450.2001 Foreign corporation transacting business in state on effective date of act.
Sec. 1001.
A foreign corporation which is authorized to transact business in this state on the effective date of this act, for a purpose for which a corporation might secure such authority under this act, has the rights and privileges applicable to a foreign corporation which receives a certificate of authority to transact business in this state under this act. From the effective date of this act the corporation is subject to the duties, restrictions, penalties and liabilities prescribed herein for a foreign corporation which receives a certificate of authority to transact business in this state under this act.
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) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2002 - Foreign Corporation With Certificate of Authority.

450.2002 Foreign corporation with certificate of authority.
Sec. 1002.
(1) A foreign corporation that receives a certificate of authority under this act, until a certificate of revocation or of withdrawal is issued under this act, has the same rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which the certificate of authority is issued. Except as otherwise provided in this act, the corporation is subject to the same duties, restrictions, penalties, and liabilities of a similar domestic corporation.
(2) This act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 2008, Act 402, Imd. Eff. Jan. 6, 2009
2023 Michigan Compiled Laws › Chapter 450 - Corporations › Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2003 - Foreign Corporation Without Certificate of Authority.

450.2003 Foreign corporation without certificate of authority.
Sec. 1003.
A foreign corporation which transacts business in this state without a certificate of authority under this act is subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a foreign corporation which receives such certificate of authority, in addition to any other penalty or liability imposed by law.
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) › 284-1972-10 - Chapter 10 Foreign Corporations (450.2001...450.2099) › Section 450.2011 - Certificate of Authority as Prerequisite to Transacting Business; Scope of Authority.

450.2011 Certificate of authority as prerequisite to transacting business; scope of authority.
Sec. 1011.
A foreign corporation shall not transact business in this state until it has procured a certificate of authority to transact business from the administrator. A foreign corporation may be authorized to transact business in this state that may be transacted lawfully in this state by a domestic corporation, to the extent that it is authorized to transact that business in the jurisdiction where it is organized, but no other business.
History:
1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997