Michigan

450.1-450.61 Repealed.

450.62-450.64 Repealed.

450.65-450.80 Repealed.

450.81 Repealed.

450.82-450.91a Repealed.

450.92 Repealed.

450.93-450.97 Repealed.

450.98 Applicability of act to corporations limiting dividends or voting rights, and conducting not more than 50% of business with nonstockholders or nonmembers; classifi

450.99 Cooperative plan; definition; allocation of reserved earnings; cooperative corporations; use of term “cooperative,”“co-op,” or variation thereof.

450.100 Cooperative corporations; shares of stock, contents.

450.101 Cooperative corporations; shareholders' powers; directors, election, term, number; voting.

450.102 Cooperative corporations; membership, regulations.

450.103 Cooperative corporations; amendments to articles.

450.104 Cooperative corporations; reserve funds, investment; shareholders, vote.

450.105 Cooperative corporations; purchase of business; payment, methods.

450.106 Cooperative corporations; distribution of dividends; reserves; distribution of cooperative dividends; determining annual privilege fee.

450.107 Cooperative corporations; surplus earnings, distribution; failure, penalty.

450.108 Cooperative corporations; dealing in commodities; contracts, agreements.

450.109 Cooperative corporations; breach of contract; encouragement prohibited; penalty.

450.117-450.132a Repealed.

450.133 Incorporation of fraternal or secret societies; parent lodge.

450.134 Parent corporations; articles of incorporation.

450.135 Parent corporations; ritual, rules; subordinate lodges, chartering.

450.136 Parent corporations; supervision, subordinate lodge.

450.137 Parent corporations; management, secretary.

450.138 Parent corporations; name, regulations.

450.139 Parent corporations; powers as to property.

450.140 Parent corporations; government, representative form; first annual meeting.

450.141 Parent corporations; annual meeting, powers.

450.142 Local lodges; purpose.

450.143 Local lodges; articles of incorporation.

450.144 Local lodges; powers as to property; parent corporation, supervision.

450.145 Local lodges; officers, representatives.

450.146 Parent or local lodges; powers of non-profit corporation.

450.147 Parent or local lodges; relief funds, raising, payment from treasury.

450.148 Trustee corporations; definition.

450.149 Trustee corporations; trustees, vesting of property; trust instrument, definition.

450.150 Trustee corporations; articles of incorporation.

450.151 Trustee corporations; officers.

450.152 Trustee corporations; powers as to property.

450.153 Trustee corporations; property and funds, use, investments.

450.154 Trustee corporations; trustees, vacancy, filling.

450.155 Trustee corporations; circuit courts, petition; jurisdiction of court.

450.156 Trustee corporations; act amendment of trustee agreement.

450.157 Trustee corporation; hospitals; asylums; trustee instrument; indenturing or apprenticing destitute or foundling children; withdrawal.

450.158 Trustee corporations; hospital, asylum, charitable institution; gifts, acceptance.

450.159 Church trustee corporations; trustees, election, number; certification of election.

450.159a Church trustee corporations; trustees, increase, decrease; resolutions, adoption; meetings, terms; additional trustee, election.

450.160 Church trustee corporations; trustees, vacancy, filling.

450.161 Church trustee corporations; powers as to property.

450.162 Church trustee corporations; investment, powers, certificate.

450.163-450.167 Repealed.

450.167a Henry Ford trade school; dissolution; cancellation of franchise; assets, disposal, sale; debts, payment; retirement program; payment of dissolution charges; cert

450.168 Repealed.

450.169 Corporations to provide student aid.

450.170 Educational corporations; incorporation.

450.171 Educational corporations; classification; religious college not included; filing of articles of incorporation; statement; guaranteed annual income as credit to ca

450.172 Educational foundations; colleges, establishment.

450.173 Educational foundations; articles of incorporation, contents, amendment.

450.174 Educational foundations; property, acceptance; government.

450.175 Educational foundations; board of directors, trustees; powers.

450.176 Educational corporations; holders of diplomas or certificates; privilege or immunity.

450.177 Educational foundations; inspection by state board of education, time; annual report, contents.

450.178 Ecclesiastical corporations; incorporation; purpose.

450.179 Ecclesiastical corporations; articles of incorporation.

450.180 Ecclesiastical corporations; articles, execution, contents; receivership; unclaimed property, state.

450.181 Ecclesiastical corporations; by-laws.

450.182 Ecclesiastical corporations; articles, amendment procedure.

450.183 Ecclesiastical corporations; powers as to property.

450.184 Ecclesiastical corporations; gifts, acceptance, investment.

450.184a Organization and operation of religious college by ecclesiastical corporation.

450.185 Ecclesiastical corporations; powers of church unrestricted.

450.186 Ecclesiastical corporations; Sunday school, religious society; incorporation.

450.186a Public building corporations; incorporation; contracts with state administrative board, legislature's approval.

450.186b Public building corporations; powers as to property; state contracts, leases; bonds; by-laws.

450.186c Public building corporations; non-profit provisions, applicability; administration of property and accumulation; rent to state; fees, purpose.

450.186d Public building corporations; trustees, number, terms, compensation; members, term, admission.

450.186e Public building corporations; winding up affairs by legislature; property, conservation, disposition.

450.187 Repealed.

450.187a Repealed.

450.187b Repealed.

450.188, 450.189 Repealed.

450.190 Catchline headings of sections not part of act.

450.191 Repeal of acts and parts of acts; MCL 450.631 and 450.632 inapplicable to corporations governed by this act.

450.192 Saving clause.

450.251 Charitable purpose corporations; prohibited conduct; compliance with subsection (2); merger, conversion, or dissolution; notice and documents to attorney general;

450.251a Short title of act.

450.252 Acceptance of certain certificates and amendments by department of licensing and regulatory affairs; issuance of certificate of withdrawal.

450.252a Consent by attorney general; failure to provide written notice under subsection (1); submission of affidavit; judicial review of refusal of attorney general to c

450.253 Construction of act.

450.321 Validation of certain audits.

450.371 Domestic corporations; terms of existence.

450.372 Effective date of act.

450.411 Nonprofit corporations; renewal of corporate existence; new articles; reports; fees; penalty.

450.412 Nonprofit corporations; revival of charter; extension of corporate term; validity of corporate acts.

450.471 Nonprofit cemetery association; reinstatement of charter; report; penalty; certificate; filing articles of association.

450.472 Non-profit cemetery associations; right restoration; contracts validation.

450.473 Non-profit cemetery associations; county clerk, duties.

450.681 Practice of law by corporations and voluntary associations prohibited; exceptions; penalty.

450.701 Corporation director, manager, trustee or officer; resident agent, attorney; appointment, duration.

450.702 Corporation director, manager, trustee or officer; resident agent; service of process, copy forwarded.

450.703 Corporation director, manager, trustee or officer; continuance.

450.704 Corporation director, manager, trustee or officer; resignation.

450.731 Short title.

450.732 Definitions.

450.733 Program to assist in developing employee-owned corporations; establishment; operation; duty of department.

450.734 Powers of department generally.

450.735 Assistance in implementing MCL 450.734.

450.736 Notice of decision to close or relocate operations.

450.737 Feasibility study; informational meeting.

450.738 Conditional effective date.

450.771 Definitions.

450.772 Construction, goods, and services procurement policy; minority owned and woman owned businesses; provisions; program changes; portion of prime contract reflecting

450.773 Establishing procurement policy for meeting projected goals; report; staff.

450.774 Certification as minority owned or woman owned business; affidavit; filing.

450.775 Violating or conspiring to violate act; fraudulent procurement of contract; felony; penalty; barring violator from obtaining future contracts.

450.776 Minority owned or woman owned business as prime contractor.

450.791 Short title.

450.792 Definitions.

450.793 Departmental goals; review of progress; recommendations; changes in programs; consideration of subcontracts and joint ventures; consideration in meeting requireme

450.794 Designation of certifying agency by governor; acceptable documentation; verification; application form; affidavit and documentation; proof required.

450.795 Fraudulent procurement of contract prohibited; violation as felony; penalty.

450.831 Short title.

450.832 Definitions.

450.833 Applicability of act to electronic records and signatures; exception for 2020.

450.834 Applicability of act; commencement.

450.835 Scope of act; terms.

450.835a Amending, reaffirming, or repealing restrictive covenant by electronic signature.

450.836 Construction of act.

450.837 Record or signature in electronic form; legal effect; enforcement.

450.838 Agreement to conduct transaction by electronic means; satisfaction of legal requirement.

450.839 Attribution of electronic record or signature.

450.840 Change or error in transmission of electronic record.

450.841 Signature notarized, acknowledged, verified, or made under oath; satisfaction of requirement.

450.842 Retention of record.

450.843 Evidence of record or signature in criminal or civil proceeding.

450.844 Automated transaction; applicable rules.

450.845 Electronic record considered sent or received.

450.846 Transferable record.

450.848 Use of electronic records and signatures by governmental agency; determination by department of technology, management, and budget.

450.848a Strict compliance exception for 2020 to 2021; applicability to transactions under uniform commercial code.

450.849 Standards adopted by other governmental agencies.

450.1101 Short title.

450.1103 Liberal construction; purposes and policies of act.

450.1104 Definitions controlling interpretation of act.

450.1105 Definitions; A, B.

450.1106 Definitions; C to E.

450.1107 Definitions; F to I.

450.1108 Definitions; N to P.

450.1109 Definitions; S.

450.1110 Repealed.

450.1121 Applicability of act to domestic and foreign corporations.

450.1122 References to repealed acts; statutes inapplicable to corporations defined in MCL 450.1106; uniform voidable transactions act inapplicable to distributions.

450.1123 Applicability of act generally.

450.1125 Applicability to foreign commerce, interstate commerce, and federal corporations.

450.1127 Applicability to existing corporations; saving clause.

450.1129 Amendment or repeal of act.

450.1131 Submission of document; delivery; filing; return of copy or original; public inspection; maintaining records or files; copies of documents and destroying origina

450.1132 Filed documents; language, form, execution, and contents.

450.1133 Correction of document relating to domestic or foreign corporation; signing and filing of certificate of correction; contents of certificate; effective date of c

450.1141 Corporate action without notice or lapse of prescribed time period.

450.1142 Notice or communication where communication unlawful or where notice or communication not required; statement.

450.1143 Mailing notice or communication; delivery; electronic transmission; "address" defined; notice to corporation's resident agent.

450.1151 Failure to file document; notice; refusing or revoking authorization of foreign corporation to transact business; judicial review.

450.1201 Incorporators.

450.1202 Articles of incorporation; contents.

450.1204 Articles of incorporation; provision as to compromise, arrangement, or plan of reorganization.

450.1205 Articles of incorporation; effect of provision as to compromise, arrangement, or plan of reorganization.

450.1209 Articles of incorporation; permissible provisions.

450.1211 Corporate name; required words and abbreviations.

450.1212 Corporate name; conformity; noncompliance of corporate name of foreign corporation as bar to certificate of authority; rights to use of corporate name not create

450.1213 Assumption of name implying banking, insurance, surety, or trust company; prohibited letters or words; corporation licensed as nursing home; use of terms.

450.1215 Corporate name; reservation of right to use; transfer of right.

450.1217 Transacting business under assumed name; certificate.

450.1221 Beginning of corporate existence; filing of articles as evidence.

450.1223 Selection of board; adoption of bylaws; first meeting; quorum; election of officers; transaction of business.

450.1231 Adoption, amendment, or repeal of bylaws; contents of bylaws.

450.1241 Registered office and resident agent required; address.

450.1242 Changing registered office or resident agent; statement; changing address of registered office.

450.1243 Resignation of resident agent.

450.1246 Service of process.

450.1251 Formation of corporation for lawful purpose; exception; aiding national emergency.

450.1261 Corporate powers.

450.1271 Asserting lack of corporate capacity or power.

450.1275 Agreement to pay interest in excess of legal rate; defense of usury prohibited.

450.1281 Incorporation as professional corporation.

450.1282 Definitions.

450.1283 Professional corporation; formation; name.

450.1284 Professional corporation subject to MCL 333.16101 to 333.18838.

450.1285 Professional services; licensure of officers, employee, and agents; other laws; liability.

450.1286 Persons required to sever employment with and financial interest in professional corporation; exception; failure to comply with section.

450.1287 Professional services; limitation.

450.1288 Issuance of capital stock; sale or transfer of shares; voting trust or other agreement; redemption or purchase of shares.

450.1289 Professional entity as surviving entity of merger or conversion.

450.1301 Issuance and classes of shares; rights, preferences, and limitations.

450.1301a Amendment deleting reference to par value.

450.1302 Class of shares; division and issuance in series; rights and preferences; certificate; resolution eliminating class or series of shares; subsequent resolution.

450.1303 Convertible shares and bonds; increase in shares to satisfy conversion privileges.

450.1304 Convertible shares and bonds; conditions to issuance; disposition of convertible bonds or shares.

450.1304a Redeemable shares.

450.1305 Subscription for shares.

450.1306 Subscription for shares; payment; call; security interest.

450.1307 Subscription agreement; default in payment; rights and duties of corporation.

450.1308 Cancellation of shares upon rescission of subscription.

450.1311, 450.1313 Repealed.

450.1314 Reservation of powers to shareholders; consideration for authorized issuance of shares; determination of adequacy; shares fully paid and nonassessable; rights an

450.1315 Repealed.

450.1317 Liability of purchaser, holder, subscriber, assignee, transferee, pledgee, or shareholder.

450.1321 Repealed.

450.1327 Expenses of organization and reorganization; expenses of sale or underwriting of shares.

450.1331 Share certificates.

450.1332 Share certificates; contents.

450.1334 Share certificates; loss or destruction; bond.

450.1335 Repealed.

450.1336 Issuance or transfer of shares without certificates; statement.

450.1338 Fractions of share or scrip.

450.1341 Repealed.

450.1341a Issuance of shares pro rata and without consideration; share dividend.

450.1342 Repealed.

450.1342a Rights, options, or warrants.

450.1343 Preemptive rights.

450.1344 Acquisition of own shares by corporation; shares as authorized but unissued; reducing number of authorized shares if reissuance prohibited; restriction on acquis

450.1345 Distributions to shareholders; record date for determining entitlement; prohibited distribution; determination; measuring effect of distribution; indebtedness to

450.1351-450.1367 Repealed.

450.1368 Repealed.

450.1371-450.1381 Repealed.

450.1391 Inspection and voting rights of bondholders; facsimile signatures.

450.1392 Chapter inapplicable to distributions in dissolution.

450.1401 Meetings of shareholders; place.

450.1402 Annual meeting of shareholders.

450.1403 Special meeting of shareholders.

450.1404 Meetings of shareholders; notice; adjournment; result of shareholder's attendance at meeting.

450.1405 Participating in meeting of shareholders by conference telephone or remote communications.

450.1406 Meeting of shareholders; duties of chairperson.

450.1406a Electronic transmission as notice; consent.

450.1407 Corporate action without meeting, notice, or vote of shareholders.

450.1411 Repealed.

450.1412 Fixing record dates for certain purposes.

450.1413 List of shareholders entitled to vote.

450.1415 Shareholder meeting; quorum.

450.1421 Proxy; expiration; means; use of reproduction of writing or transmission; revocability; incompetence or death of shareholder.

450.1422 Irrevocable proxy.

450.1423 Revocable proxy.

450.1431 Inspectors at shareholders' meetings.

450.1432 Procedure recognizing beneficial owner of shares as shareholder.

450.1441 Voting by shareholders.

450.1442 Voting as a class or series.

450.1444 Voting shares standing in name of another corporation; voting pledged shares.

450.1445 Voting shares held by representatives or fiduciaries.

450.1446 Voting by joint tenants or tenants in common.

450.1447 Repealed.

450.1447a Voting shares owned by second corporation.

450.1448 Voting of redeemable shares.

450.1451 Cumulative voting.

450.1455 Articles control where voting requirements exceed those of act.

450.1461 Voting agreements between shareholders.

450.1463 Repealed.

450.1466 Voting trust agreement; certificates.

450.1467 Responsibility of voting trustee; determination of right to vote and manner of voting.

450.1468 Extending duration of voting trust agreement.

450.1471 Shares as personal property; shares transferable.

450.1472 Restriction on transfer or registration of transfer of bond or share; imposition; enforcement.

450.1473 Permissible restrictions on transfer or registration of transfer of bonds or shares.

450.1481 Repealed.

450.1485 Corporate books, records, and minutes.

450.1487 Request for balance sheet, statement of income, and statement of source and application of funds; inspection of records; court order; definition; holder of votin

450.1488 Shareholder agreement.

450.1489 Action by shareholder.

450.1491 Repealed.

450.1491a Definitions.

450.1492 Repealed.

450.1492a Commencement of derivative proceeding by shareholder; criteria.

450.1493 Repealed.

450.1493a Commencement of derivative proceeding by shareholder; criteria.

450.1494 Stay of derivative proceeding; condition.

450.1495 Dismissal of derivative proceeding; determination.

450.1496 Discontinuance or settlement of derivative proceeding; judicial approval; notice; expense.

450.1497 Termination of derivative proceeding; order of court.

450.1501 Management of corporation; qualifications of director.

450.1505 Number, election, and term of directors; resignation; designation, compensation, and expenses of independent director; communication of independent director with

450.1506 Division of directors into classes; terms of directors in first, second, or third class; election.

450.1511 Removal of directors by shareholders.

450.1514 Removal of director by court.

450.1515 Repealed.

450.1515a Filling vacancy in board.

450.1521 Regular or special meetings of board.

450.1523 Quorum; majority vote as constituting action of board.

450.1525 Consent to action of board without meeting.

450.1527 Committees; designation by board; membership; absence or disqualification of member; terms.

450.1528 Committees; powers and authority; limitations; subcommittees.

450.1529 Submission of matter to shareholder vote.

450.1531 Officers of corporation; election or appointment; holding 2 or more offices; authority and duties.

450.1535 Removal or resignation of officers; contract rights.

450.1541 Repealed.

450.1541a Director or officer; manner of discharging duties; reliance on information, opinions, reports, or statements; action against director or officer; limitations.

450.1545 Repealed.

450.1545a Interest of director or officer in transaction; compensation of directors.

450.1546 Repealed.

450.1548 Loan, guaranty, or assistance by corporation to director, officer, or employee.

450.1551 Liability of directors for corporate actions; liability of shareholders accepting or receiving share dividend or distribution.

450.1552 Rights of director against whom claim is successfully asserted under MCL 450.1551.

450.1553 Presumption of concurrence by director in corporation action; effect of dissent.

450.1554 Action against director or shareholder; limitation.

450.1561 Indemnification of certain persons generally.

450.1562 Additional provisions for indemnification of certain persons.

450.1563 Indemnification against actual and reasonable expenses.

450.1564 Repealed.

450.1564a Indemnification under MCL 450.1561, MCL 450.1562, or MCL 450.1563; determination and evaluation; designation of committee or selection of independent legal coun

450.1564b Payment or reimbursement of party in advance of final disposition of proceeding; undertaking as unlimited general obligation; evaluation of reasonableness; adva

450.1564c Application for indemnification to court; determination.

450.1565 Limitation on total amount of expenses advanced or indemnified; duration of indemnification; elimination or impairment.

450.1567 Liability insurance.

450.1569 “Corporation” defined for purposes of MCL 450.1561 to 450.1567; "business organization" defined.

450.1571 Definitions.

450.1601 General power of amendment.

450.1602 Specific powers of amendment.

450.1611 Articles of incorporation; amendment procedure.

450.1615 Class vote on amendment.

450.1621 Dissent of shareholder to amendment; payment to dissenting shareholder.

450.1631 Certificate of amendment.

450.1641 Adoption of restated articles of incorporation; amendment.

450.1642 Designation and contents of restated articles; omission.

450.1643 Signing and filing restated articles; execution; original articles superseded; status of restated articles.

450.1651 Abandonment of amendment; certificate of abandonment.

450.1701 Merger of domestic corporations; adoption and contents of plan of merger.

450.1702 Plan of share exchange; approval; contents; power of corporation not limited.

450.1703 Repealed.

450.1703a Plan of merger or share exchange; approval; definitions.

450.1704 Repealed.

450.1706 Merger with domestic or foreign corporation; execution of certificate by incorporators; compliance.

450.1707 Certificate of merger or share exchange.

450.1711 Merger of parent and subsidiary corporations; approval; mailing copy or summary of plan of merger to minority shareholders; waiver; compliance; effectuation of m

450.1712 Merger of parent and subsidiary corporations; certificate of merger.

450.1713 Merger of parent and subsidiary corporations; approval of shareholders.

450.1721-450.1723 Repealed.

450.1724 Merger; applicable provisions; share exchange.

450.1731-450.1734 Repealed.

450.1735 Foreign corporations and domestic corporations; merger or share exchange; compliance; liability; power of foreign corporation not limited.

450.1736 Merger of domestic corporation with business organization.

450.1741 Abandonment of merger or share exchange.

450.1745 Conversion of domestic corporation into business organization; requirements; "business organization" and "entity" defined.

450.1746 Conversion of business organization into domestic corporation; requirements.

450.1751 Disposition of corporate property and assets; approval by shareholders.

450.1753 Disposition of corporate property and assets not in usual and regular course of business; recommendation and submission of transaction; notice; authorization; ab

450.1754 Rights of shareholders.

450.1761 Definitions.

450.1762 Right of shareholder to dissent and obtain payment for shares.

450.1763 Rights of partial dissenter; assertion of dissenters' rights by beneficial shareholder.

450.1764 Corporate action creating dissenters' rights; vote of shareholders; notice.

450.1765 Notice of intent to demand payment for shares.

450.1766 Dissenters' notice; delivery to shareholders; contents.

450.1767 Duties of shareholder sent dissenter's notice; retention of rights; failure to demand payment or deposit share certificates.

450.1768 Restriction on transfer of shares without certificates; retention of rights.

450.1768a Repealed.

450.1769 Payment by corporation to dissenter; accompanying documents.

450.1770 Return of deposited certificates and release of transfer restrictions; effect of corporation taking proposed action.

450.1771 Election to withhold payment from dissenter; offer to pay estimated fair value of shares, plus accrued interest; statements; explanation.

450.1772 Demand for payment of dissenter's estimate or rejection of corporation's offer and demand for payment of fair value and interest due; waiver.

450.1773 Petitioning court to determine fair value of shares and accrued interest; failure of corporation to commence proceeding; venue; parties; service; jurisdiction; a

450.1773a Referee; appointment; powers; compensation; duties; objections to report; application to court for action; adoption, modification, or recommitment of report; fu

450.1774 Costs of appraisal proceeding.

450.1775 Meanings of words and phrases; inconsistent provisions.

450.1776 Definitions; A, B.

450.1777 Definitions; C, D.

450.1778 Definitions; E to S.

450.1779 Definitions; V.

450.1780 Advisory statement and approval.

450.1781 Conditions for inapplicability of vote to business combination; inapplicability of certain provisions.

450.1782 Applicability of MCL 450.1780; resolution.

450.1783 Applicability of MCL 450.1780; interested shareholder; resolution; election.

450.1784 Business corporations exempt from requirements of MCL 450.1780.

450.1790-450.1799 Repealed.

450.1841a Notice to existing claimants of dissolution; contents; notice as recognition of validity of claim; conditions barring claim; “existing claim” defined; effective

450.1842a Publication of notice of dissolution; requirements; claimants commencing proceedings within 1 year of notice.

450.1855a Provision for debts, obligations, and liabilities; distribution of remaining assets.

450.2101 Short title.

450.2103 Construction and application of act.

450.2104 Definitions generally.

450.2105 Definitions; A, B.

450.2106 Definitions; C to E.

450.2107 Definitions; F.

450.2108 Definitions; M to P.

450.2109 Definitions; S.

450.2110 Definitions; V.

450.2121 Corporations to which act applicable; corporation formed under predecessor act.

450.2122 Statutory reference to repealed act as reference to this act; statutes inapplicable to domestic corporation; uniform voidable transactions act inapplicable to di

450.2123 Applicability to corporation formed under other act not repealed by this act; organizations to which act inapplicable.

450.2124 Requirements of other acts not modified; compliance; inconsistency between acts.

450.2125 Applicability to commerce with foreign nations and among several states, and to corporations formed by act of congress.

450.2127 Effect of act on existing corporation, cause of action, liability, penalty, action, or special proceeding.

450.2129 Supplementation, alteration, amendment, or repeal of act by legislature.

450.2131 Submission of documents; delivery; endorsement; indexing; returning copy or original; public inspection; maintenance of records and files; reproductions; effecti

450.2132 English language; signatures; contents of documents.

450.2133 Correction of document; certificate; effective date of corrected document.

450.2141 Taking action without notice and without lapse of prescribed period of time; waiver.

450.2142 Dispensing with notice or communication to person with whom communication unlawful; affidavit, certificate, or other instrument.

450.2143 Giving notice or communication by mail; electronic transmission as written notice; delivery of notice or documents to common address; delivery of notice to resid

450.2151 Failure of administrator to file document promptly; notice of failure to file; posting notice on website or sending by mail or electronic mail address; refusal o

450.2201 Incorporators; signing and filing articles of incorporation.

450.2202 Articles of incorporation; contents.

450.2204 Articles of incorporation; provision pertaining to proposed compromise or arrangement or reorganization between corporation and creditors or shareholders.

450.2205 Articles of incorporation; including provision of MCL 450.2204; effect on creditors, shareholders, or members of corporation; administration and enforcement of p

450.2209 Articles of incorporation; additional provisions; liability of director or volunteer officer.

450.2212 Corporate name.

450.2213 Assuming name that implies corporation is banking corporation, insurance or surety company, or trust company prohibited.

450.2215 Reservation of right to use corporate name; application; duration; expiration; transfer of right to exclusive use of reserved corporate name.

450.2217 Conduct of affairs under assumed name or names other than corporate name; certificate of assumed name; duration; extensions; notification of impending expiration

450.2221 Corporate existence to begin on effective date of articles of incorporation; filing as conclusive evidence that conditions precedent fulfilled and corporation fo

450.2223 Selection of board and adoption of bylaws; first meeting; notice; quorum; transaction of business.

450.2231 Bylaws; adoption; amendment or repeal; contents.

450.2241 Registered office; resident agent.

450.2242 Change of registered office or resident agent; statement.

450.2243 Resident agent; resignation; notice; appointment of successor; termination of appointment of resigning resident agent; registered office of corporation.

450.2246 Resident agent; service of process, notice, or demand; resident agent as agent of director or officer in certain action; forwarding process to director or office

450.2251 Corporate purposes; conduct of lawful activities during war or national emergency.

450.2261 Corporate powers; inconsistency between certain acts; corporate existence in perpetuity; fixed limitation or term; waiver of right to perpetual existence; nonpro

450.2262 Existing incorporated association or society operating as corporation subject to act; payment of death or sick benefits; reserves; rules; investment of funds sec

450.2271 Act of corporation and transfer of property to or by corporation not invalid where corporation without capacity or power; assertion of lack of capacity or power.

450.2275 Agreement to pay rate of interest in excess of legal rate; defense of usury prohibited.

450.2301 Payment or distribution of assets, income, or profit; conferring benefits on shareholders or members; transfer of money or property to or for benefit of director

450.2302 Corporation organized upon nonstock basis.

450.2303 Corporation organized on stock basis; issuance of shares authorized in articles of incorporation; rules of qualification and government of shareholders.

450.2303a Corporation board organized on stock basis; amendment of articles of incorporation deleting reference to par value.

450.2303b Conversion of shares into shares of any class or bonds; conversion of bonds into other bonds or shares; authorization of board to increase authorized shares.

450.2303c Issuance of bonds convertible into shares or shares convertible into other shares of corporation; condition; cancellation of converted bonds; restoration of con

450.2303d Shares redeemable in cash, bonds, securities, or other property; prices and conditions.

450.2304 Corporation organized on membership basis; provisions of articles or bylaws; rights, preferences, and limitations of or on members; classes of members; voting ri

450.2305 Corporation organized on directorship basis; members; voting; matters subject to action by board of directors.

450.2307 Subscription for shares or membership; enforceability; irrevocability; acceptance; consent to revocation; subscription agreement.

450.2308 Subscription for shares or membership; payment; installments; call for payment ratable; retention of security interest as security for performance by subscriber.

450.2309 Default in payment of amount due under subscription agreement; rights and duties of corporation; limiting and adding to rights and remedies of corporation.

450.2310 Rescission of subscription under which part of shares issued and in which security interest retained as cancellation of shares.

450.2311 Fees or dues required as condition of shareholding or membership; fixing; enforcement.

450.2312 Repealed.

450.2313 Corporation, foreign corporation, business corporation, foreign business corporation, limited liability company, unincorporated association, partnership, or othe

450.2314 Corporation organized on stock basis; issuance of shares; powers.

450.2315 Repealed.

450.2317 Person purchasing shares of corporation; person holding stock or membership in fiduciary or representative capacity; person becoming assignee, transferee, or ple

450.2327 Charges and expenses of organization or reorganization; sale or underwriting expenses and compensation; payment or allowance.

450.2331 Representation of shares by certificates; signatures of officers; seal; facsimiles.

450.2332 Certificate representing shares; required statements.

450.2334 Lost or destroyed certificate; issuance of new certificate; bond.

450.2336 Authorization of shares without certificates.

450.2338 Issuing fractions of shares; powers of corporation; providing opportunity to purchase additional fractions of share or scrip.

450.2341a Issuance of shares pro rata and without consideration; issuance of shares as share dividend; "share dividend" defined.

450.2343 Preemptive right of shareholder of corporation organized on stock basis to acquire unissued shares; extent; statement; principles; "shares" defined.

450.2344 Acquisition of own shares or memberships; amendment of articles of incorporation.

450.2345 Distributions to shareholders or members.

450.2361 Repealed.

450.2363 Repealed.

450.2365 Repealed.

450.2371 Repealed.

450.2391 Conferring voting and inspection rights upon bond holders; signatures of officers.

450.2392 Applicability of chapter to distributions made in dissolution under chapter 8.

450.2401 Meetings of shareholders or members; location.

450.2402 Annual meeting of shareholders or members for election of directors and conduct other business; failure to hold meeting at designated time or elect sufficient nu

450.2403 Special meeting of shareholders or members; court order; quorum.

450.2404 Notice of time, place, and purposes of meeting of shareholders or members; manner; contents; notice of adjourned meeting; notice not given; attendance at meeting

450.2405 Shareholder, member, or proxy holder participation in meeting by conference telephone or other means of remote communication; conditions; participation as presen

450.2406 Chairperson presiding at meeting of shareholders or members; powers, duties, and authority.

450.2406a Notice by electronic transmission.

450.2407 Taking corporate action without meeting; consent; notice; statement on filed certificate; consent by electronic transmission; delivery.

450.2408 Taking corporate action without meeting; shareholder or member action by ballot; requirements; revocation of ballot; inclusion of proposed action in ballot; stat

450.2409 Taking corporate action without meeting; voting by shareholder or member at polling place; accessibility; requirements; revocation of ballot; inclusion of propos

450.2411 Repealed.

450.2412 Record date.

450.2413 Making and certifying list of shareholders or members entitled to vote at meeting or adjournment; requirements; noncompliance; adjournment of meeting; validity o

450.2415 Quorum; continuing conduct of business if less than quorum; adjournment of meeting; shareholders entitled to vote separately.

450.2421 Authorizing person to act for shareholder or member by proxy; election of directors by proxy; validity; revocability; methods of granting authority; use of copy,

450.2422 Irrevocable proxy.

450.2423 Revocability of proxy.

450.2431 Inspectors at shareholders' or members' meeting; waiver; appointment and duties; failure to appoint; vacancy; report; evidence.

450.2432 Beneficial owner of shares or memberships registered in name of nominee; recognition by corporation as shareholder or member; procedure.

450.2441 Voting generally.

450.2442 Voting as class.

450.2443 Grouping of members in local units; basis; purpose; actions authorized by bylaws; incorporation and powers of local units; powers, rights, and privileges of elec

450.2444 Voting by corporation or business corporation; voting of pledged shares.

450.2445 Voting of shares or membership held by person in representative or fiduciary capacity or held jointly by fiduciaries.

450.2446 Voting of shares or membership held by joint tenants or tenants in common.

450.2447 Repealed.

450.2447a Voting of shares or memberships if owned by another corporation or business corporation.

450.2448 Redemption of shares; voting.

450.2451 Voting for directors.

450.2455 Action requiring vote or concurrence of greater proportion of shares, members, or class than required by act; amendment of articles of incorporation.

450.2461 Agreement as to voting rights.

450.2466 Transfer of shares or membership to trustee; filing of voting rights agreement; voting and other rights of trustee; inspection of filed copy of voting trust agre

450.2467 Shares or memberships subject to voting trust; liability of trustee; designation of 2 or more persons as voting trustees.

450.2468 Extension of voting trust agreement.

450.2471 Shares as personal property; transfer; applicability of MCL 440.8101 to 440.8601.

450.2472 Transfer or registration of bond, share, or membership; written restriction.

450.2473 Transfer or registration of bond, share, or membership; imposition of restrictions; conditions.

450.2481 Repealed.

450.2485 Books, records, and minutes.

450.2487 Mailing balance sheet and statements to shareholder or member upon request; inspection during regular business hours; written demand; "proper purpose" defined; o

450.2488 Agreement among members of corporation.

450.2489 Court action that certain acts illegal, fraudulent, or willfully unfair and oppressive; order or relief; "willfully unfair and oppressive conduct" defined.

450.2491 Repealed.

450.2491a Definitions.

450.2492 Repealed.

450.2492a Derivate proceeding; criteria to be met by shareholder or member.

450.2493 Repealed.

450.2493a Derivative proceeding; commencement.

450.2494 Derivative proceeding; investigation; issuance of stay.

450.2495 Derivative proceeding; dismissal.

450.2496 Derivative proceeding; discontinuance or settlement; court approval required.

450.2497 Derivative proceeding; termination.

450.2501 Board of directors; management of business and affairs of corporation; qualifications; powers.

450.2501a Board of directors; minimum age; requirements.

450.2505 Board; number, term, election or appointment, and resignation of directors.

450.2506 Dividing directors up to 5 classes; election or appointment; term; expiration.

450.2511 Removal of director; vote.

450.2514 Removal of director by circuit court.

450.2515 Repealed.

450.2515a Vacancy.

450.2521 Regular or special meetings of board; location; notice; attendance or participation as waiver of notice; participation by means of conference telephone or other

450.2523 Quorum; vote constituting action of board or committee; amendment of bylaws.

450.2525 Taking action without meeting; consent.

450.2527 Designation of committees; membership; alternates; absent or disqualified member; providing for election or appointment of committees in articles or bylaws.

450.2528 Executive committee designated under MCL 450.2527(1) or (3); powers and authority; subcommittees.

450.2529 Submitting matter to vote.

450.2531 Officers of corporation; membership; election or appointment; individual holding 2 or more offices; term of office; authority and duties.

450.2535 Removal of officer; suspension of authority to act; contract rights; resignation of officer; notice.

450.2541 Director or officer; discharge of duties; manner; reliance on certain information; compliance; liability; claim for monetary damages for breach of volunteer dire

450.2545 Repealed.

450.2545a Transaction in which director or officer has interest.

450.2546 Repealed.

450.2548 Loan, guaranty, or assistance by corporation for officer or employee.

450.2551 Liability of directors for certain corporate actions; liability of shareholder or member accepting or receiving distribution contrary to act.

450.2552 Rights of director against whom claim successfully asserted under MCL 450.2551.

450.2553 Presence or absence of director at meeting at which action under MCL 450.2551 taken; presumption; dissent.

450.2554 Commencement of action under MCL 450.2551 or 450.2552.

450.2556 Volunteer's acts or omissions; claim for monetary damages.

450.2561 Indemnification of director, officer, partner, trustee, employee, nondirector volunteer, or agent in connection with action, suit, or proceeding; conditions; pre

450.2562 Indemnification against expenses of director, officer, partner, trustee, employee, nondirector volunteer, or agent in connection with action or suit by or in rig

450.2563 Indemnification for expenses of director, officer, or nondirector volunteer successful in defense of action, suit, or proceeding referred to in MCL 450.2561 or 4

450.2564 Repealed.

450.2564a Indemnification of director, officer, employee, nondirector volunteer, or agent under MCL 450.2561 or 450.2562; authorization; basis; determination; evaluation;

450.2564b Expenses incurred by director, officer, employee, nondirector volunteer, or agent; reimbursement; agreement; advances.

450.2564c Indemnification of director, officer, employee, nondirector volunteer, or agent; application to court; determination.

450.2565 Indemnification or advance of expenses not exclusive of other rights; limitation; continuation; amended provision.

450.2567 Purchase and maintenance of insurance on behalf of director, officer, employee, nondirector volunteer, or agent.

450.2569 Scope of "corporation" for purposes of MCL 450.2561 to 450.2567.

450.2571 Definitions.

450.2601 Amendment of articles of incorporation; contents.

450.2602 Amendment of articles of incorporation; purposes.

450.2611 Amendment of articles by incorporation; amendment without shareholder or member action; manner of adoption; notice of meeting; vote on proposed amendment; requir

450.2615 Voting as class on proposed amendment.

450.2631 Certificate of amendment; signing and execution; filing; contents.

450.2641 Integrating provisions of articles into single instrument; adoption of restated articles of incorporation; adoption before first meeting; amendments subject to o

450.2642 Restated articles of incorporation; heading or introductory paragraph; designation; required statements; omitted provisions.

450.2643 Restated articles of incorporation; signing, filing, and executing; effect.

450.2651 Abandonment of amendment; certificate.

450.2701 Merger of domestic corporations; plan; contents; distributions.

450.2703 Repealed.

450.2703a Plan of merger; approval.

450.2706 Merger of domestic corporation with domestic or foreign corporation; conditions; consent; execution of certificate of merger; participation of other corporations

450.2707 Certificate of merger; signing and filing; contents; determining effectiveness.

450.2711 Merger of domestic corporation with subsidiary corporation; approval of plan of merger; mailing copy of plan to minority shareholder or member of record; other p

450.2712 Certificate of merger; execution and filing of certificate of merger by parent company; determination of effective date.

450.2713 Subsidiary corporation as constituent corporation in merger; approval of shareholders or members.

450.2721 Repealed.

450.2722 Repealed.

450.2723 Repealed.

450.2724 Merger other than under MCL 450.2736a.

450.2731 Repealed.

450.2732 Repealed.

450.2735 Merger of domestic business corporation, foreign corporation, or foreign business corporation with domestic corporation; surviving corporation; compliance; liabi

450.2736 Repealed.

450.2736a Merger of domestic corporations with business organizations; requirements; merger of domestic corporation with domestic or foreign entity; consent; executing an

450.2737 Repealed.

450.2741 Abandonment of merger; procedure; certificate of abandonment.

450.2745 Conversion of domestic corporation into business organization; requirements; effect; surviving business organization; liability for certain obligation; distribut

450.2746 Conversion of business organization into domestic corporation; requirements; effectiveness of certificate of conversion; surviving domestic corporation.

450.2751 Actions by corporation; terms and conditions; consideration; "consideration" defined.

450.2753 Disposition of property and assets of corporation; disposal of all or substantially all of property; presumption that corporation retains significant continuing

450.2754 Merger or acquisition under MCL 2703a(2); right of shareholders or members to receive notice and vote.

450.2801 Dissolution of corporation; methods; summary dissolution of corporation whose assets disposed of under court order in receivership or bankruptcy proceedings; fil

450.2803 Dissolution of corporation by action of incorporators or directors; conditions; certificate of dissolution.

450.2804 Dissolution of corporation by action of shareholders or members; recommendation; exceptions; approval or authorization; notice; voting; certificate.

450.2805 Dissolution under agreement under MCL 450.2488; effectiveness.

450.2811 Revocation of dissolution proceedings; filing and execution of certificate; additional manner of revocation.

450.2815 Renewal of corporate existence.

450.2817 Effect of filing certificate of revocation of dissolution or renewal of corporate existence; accrued penalty or liability; adoption of corporate name; rights.

450.2821 Action by attorney general for dissolution of corporation; grounds; other actions.

450.2823 Dissolution of corporation by judgment in action brought in court; proof; action for dissolution of charitable purpose corporation.

450.2825 Repealed.

450.2831 Dissolution of corporation; conditions.

450.2833 Dissolved corporation; continuation of corporate existence; conduct of affairs.

450.2834 Dissolved corporation and officers, directors, shareholders, and members; manner of functioning.

450.2841 Repealed.

450.2841a Written notice to claimants of dissolved corporation.

450.2842 Repealed.

450.2842a Publication of notice of dissolved corporation.

450.2843 Repealed.

450.2851 Application for judgment that affairs of corporation and liquidation of assets continue under supervision of court; orders and judgments; permitting creditor to

450.2855 Dissolution of corporation; applicable provisions.

450.2861 Plan of reorganization; action by directors, shareholders, or members not required to put plan into effect.

450.2862 Powers of corporation under reorganization; issuing shares of capital stock and bonds for consideration specified in plan of reorganization.

450.2863 Document filed or recorded to accomplish corporate purpose pursuant to plan of reorganization; making, execution, and acknowledgment; contents; filing.

450.2864 Reversal or vacation of reorganization plan; filing of other or further certificates or documents; effect; fees.

450.2901 Report of domestic corporation; contents; electronic transmission; distribution to shareholder, member, or director.

450.2911 Annual report to administrator; filing; contents.

450.2913 Destruction or disposal of certain records.

450.2915 Repealed.

450.2922 Failure of domestic or foreign corporation to file annual report or pay filing fee or penalty; automatic dissolution or revocation of certificate of authority; d

450.2923 Extension of time for filing report; reporting failure or neglect under MCL 450.2922, 450.2931, or 450.2932; action by attorney general; notice; electronic trans

450.2924 Annual reports due or deficient prior to date of act; penalties.

450.2925 Renewal of corporate existence or certificate of authority following dissolution or revocation.

450.2931 Wilful false statement in report; additional penalty.

450.2932 Prohibited conduct as misdemeanor; fine.

450.2935 Repealed.

450.3001 Foreign corporation authorized to conduct affairs in this state on January 1, 1983; rights and privileges; duties, restrictions, penalties, and liabilities.

450.3002 Foreign corporation receiving certificate of authority under act; rights and privileges; duties, restrictions, penalties, and liabilities.

450.3003 Foreign corporation conducting affairs without certificate of authority; duties, restrictions, penalties, and liabilities.

450.3011 Foreign corporation; certificate of authority required; extent of authorization to conduct affairs in state.

450.3012 Foreign corporation not considered to be conducting affairs in state; activities; applicability of section.

450.3013 Acquisition of federally insured or guaranteed loan by foreign corporation.

450.3015 Application of foreign corporation for certificate of authority to conduct affairs in state; contents.

450.3016 Application of foreign corporation to conduct affairs in state; certificate; attachment; fees; issuance of certificate; duration of authority.

450.3021 Foreign corporation authorized to conduct affairs in state; filing with administrator copy of amended application; contents; survivor of merger or conversion.

450.3031 Foreign corporation authorized to conduct affairs in state; withdrawal; certificate; application.

450.3032 Issuance of certificate of withdrawal to foreign corporation; conditions; effect.

450.3035 Foreign corporation authorized to conduct affairs in state; dissolution; termination or cancellation of authority or existence; merger, conversion, or consolidat

450.3041 Revocation of certificate of authority of foreign corporation to conduct affairs in state; grounds.

450.3042 Revocation of certificate of authority of foreign corporation to conduct affairs in state; notice of default; certificate of revocation; force and effect.

450.3051 Action commenced by foreign corporation without certificate of authority prohibited; order of dismissal; effect of failure to obtain certificate of authority on

450.3055 Foreign corporation conducting affairs in state without certificate of authority; penalty.

450.3060 Fees; payment; certification of file or record; waiver; form of payment.

450.3061 Fee for privilege of exercising franchises in state.

450.3098 Repeal of acts and parts of acts.

450.3099 Effective date of act.

450.3100 Short title.

450.3101 Applicability of act and chapter; amendment of articles or bylaws; exemption.

450.3102 Controlling definitions.

450.3103 Definitions; C to F.

450.3104 Definitions; I to U.

450.3107 Inconsistent provisions inapplicable to chapter.

450.3109 Requirements of MCL 460.1 et seq. not modified; effect of economic activity conducted by cooperative.

450.3121 Articles of incorporation; requirement.

450.3123 Use of term “cooperative,”“co-op,”“consumer cooperative,” or any variation thereof.

450.3125 Adoption of initial bylaws; ratification or amendment; contents of bylaws.

450.3131 Organization on nonstock membership basis.

450.3132 Membership; notice of qualifications.

450.3133 Classification.

450.3134 Cooperative organized on member capital basis, member fee basis, or basis combining member capital and membership fee; powers.

450.3135 Net savings; determination, allocation, distribution, and use; apportionment of losses.

450.3136 Certificate; issuance; contents; restrictions on dividends.

450.3137 Nonvoting investment certificate or bond.

450.3138 Advising persons in writing; statement on membership certificate.

450.3139 Redemption of member capital; failure to patronize cooperative; notice of redemption; failure to respond and claim payment; failure to claim refunds of patronage

450.3141 Meetings; petitions; signatures; quorum.

450.3143 Alternative notice of regular meeting.

450.3144 Proxies; voting by mail ballot, referendum, or electronic transmission.

450.3145 Amendments; affirmative vote of majority.

450.3146 Effective date of adopted action; confirmation vote; filing with administrator.

450.3147 Dispute resolution body.

450.3148 Purchase or sale under execution, in course of bankruptcy, or by legal process or operation of law; pledge of certificate; assignment of proprietary lease or oth

450.3149 Books for recording operations; annual report, balance sheet, and income statement; certified report of condition; copies of reports; mailings at request and exp

450.3151 Initial board of directors; membership; term.

450.3152 Board of directors; election or appointment other than by vote of membership.

450.3153 Affiliation with another organization; section inapplicable to allocations of net savings.

450.3161 Amendment to articles of incorporation; calling special meeting; consideration of proposed amendment.

450.3162 Distribution of assets generally.

450.3183 Distribution of assets upon dissolution; distribution of assets held for charitable or similar purpose; redemption of investment certificates.

450.3191 Foreign cooperative.

450.3192 Election by corporation to accept act and chapter; procedure; effect of filing certificate of election.

450.4101 Short title.

450.4102 Definitions.

450.4103 Documents; signatures; requirements.

450.4104 Documents; filing; delivery; endorsement; returning copy; inspection by public; copies admissible in evidence; effective date; form; fees.

450.4105 Failure to promptly file document; notice of refusal to file; judicial review.

450.4106 Documents; inaccurate record or defective execution; certificate of correction; filing; signature; contents; effective date of corrected document.

450.4201 Limited liability company; purpose.

450.4202 Limited liability company; formation; filing as evidence that all conditions performed; exception; duration.

450.4203 Articles of organization; contents.

450.4204 Limited liability company; low-profit limited liability company; name; requirements; rights.

450.4204a Limited liability company licensed as nursing home; use of terms.

450.4205 Reserving right to use of name; application; transfer of right.

450.4206 Transacting business under assumed name; certificate; effective period; extension; notice of expiration; rights not created; same name assumed in partnership or

450.4207 Maintaining registered office and resident agent; service of process, notice, or demand; appointment of agent; annual statement; service of process by mail.

450.4207a Certificate of good standing.

450.4208 Resident agent; resignation; notice; appointment of successor; termination of appointment.

450.4209 Changing registered office or resident agent; statement; filing; contents; changing business or residence address of resident agent.

450.4210 Limited liability company; powers.

450.4211 Validity of action or transfer of property; asserting lack of capacity or power.

450.4212 Interest rate; agreement.

450.4213 Registered office or principal place of business; documents required to be kept.

450.4214 Conflict between articles of organization and operating agreement.

450.4215 Operating agreement unenforceable.

450.4216 Limited liability company; powers.

450.4301 Members; contribution.

450.4302 Promise by member to contribute; enforcement; obligation to perform; rights of company; compromising obligation; enforcement by creditor of original member's obl

450.4303 Distribution of assets; allocation; manner; basis.

450.4304 Distribution; conditions for receiving.

450.4305 Distributions to withdrawing member.

450.4306 Distributions; demand, acceptance, and receipt of distribution; form.

450.4307 Distributions prohibited under certain situations; exceptions; effect of distribution under subsection (1); remedies available; future payments to withdrawing me

450.4308 Distribution; violating operating agreement or MCL 450.4307; liability of members or managers; presumption of assent; knowledge of violation; contribution; comme

450.4401 Management vested in members.

450.4402 Managers; delegation; qualifications; number; notice of delegation.

450.4403 Managers; selection; vote; removal; notice.

450.4404 Managers; duties; action for failure to perform duties.

450.4405 Managers; voting requirements.

450.4406 Manager as agent.

450.4407 Managers; eliminating or limiting liability; exceptions.

450.4408 Repealed.

450.4409 Manager or agent with interest in company; effect; majority vote by members with no interest in transaction; claims.

450.4501 Members; admission; liability for acts, debts, or obligations.

450.4502 Members; voting rights.

450.4503 Members; obtaining certain financial statements and tax returns; inspecting and copying records; obtaining other information; formal accounting of company's affa

450.4504 Membership interest as personal property.

450.4505 Membership interest; assignment; liability of assignee; assignor as member; liability of assignor not released.

450.4506 Assignee of membership interest; conditions for membership; rights and powers; liability for obligations of assignor.

450.4507 Charging membership interest with payment of judgment; rights of judgment creditor; rights and powers of member; charging order as lien on membership interest; s

450.4508 Encumbrance against membership interest; effect.

450.4509 Withdrawal of member; distribution; expulsion.

450.4510 Commencement and maintenance of civil suit by company; conditions.

450.4511 Investigation of allegations; stay of derivative proceeding.

450.4512 Dismissal of derivative proceeding; findings; burden of proof; determination; “disinterested” defined.

450.4513 Discontinued or settled derivative proceeding; court approval required; notice; expense.

450.4514 Termination of derivative proceeding; court order.

450.4515 Action in circuit court; grounds; order or grant of relief; “willfully unfair and oppressive conduct” defined.

450.4601 Articles of organization; amendment.

450.4602 Articles of organization; conditions requiring amendment.

450.4603 Articles of organization; certificate of amendment; filing; contents.

450.4604 Restated articles of organization.

450.4701 Domestic limited liability companies; merger; plan.

450.4702 Merger; approval of plan by members; withdrawal and distribution.

450.4703 Plan of merger; execution; certificate; contents and effectiveness.

450.4704 Merger; provisions.

450.4705 Merger of foreign limited liability companies with domestic limited liability companies; conditions; compliance and liability of surviving company.

450.4705a Definitions; merger of domestic limited liability companies with business organizations.

450.4706 Abandoning plan of merger; procedure.

450.4707 Conversion of domestic partnership or domestic limited partnership to limited liability company.

450.4708 Conversion into business organization; requirements; effectiveness of certificate of conversion; foreign business organization as surviving business organization

450.4709 Conversion of business organization into domestic limited liability company; requirements; effectiveness of certificate of conversion.

450.4801 Dissolution and winding up; conditions.

450.4802 Dissolution; decree by circuit court.

450.4803 Dissolution; action by attorney general; grounds; other actions not excluded.

450.4804 Certificate of dissolution; filing; contents.

450.4805 Winding up by managers, members, or circuit court; procedures; right to maintain actions.

450.4806 Dissolution; notice to existing claimants; contents; validity of claim not recognized; claims barred under certain conditions; “existing claim” defined; effectiv

450.4807 Dissolution; publication of notice; requirements; commencing proceeding to enforce claims; claimants with known existing claims not receiving notice.

450.4808 Winding up; distribution of assets; order; filing tax returns and paying tax obligations.

450.4901 Limited liability company; rendering professional services; applicability of article.

450.4902 Definitions.

450.4903 Professional limited liability company; purpose stated in articles of organization; name.

450.4904 Rendering professional services; organization of professional liability company or professional limited liability company; license or legal authorization of pers

450.4905 Professional limited liability company; license required; “employee” explained; effect of act on laws applicable to professional relationship and liabilities; li

450.4906 Disqualification, restriction, or limitation on persons rendering professional service; severing employment and financial interest; noncompliance.

450.4907 Professional limited liability company; prohibited activities; exception.

450.4908 Sale or transfer of membership interest; restrictions.

450.4909 Annual report; filing fee; penalty for late filing.

450.4910 Merger; limitation.

450.5001 Foreign limited liability company; laws of jurisdiction.

450.5002 Transacting business; certificate of authority by foreign limited liability company required; application; filing; contents.

450.5003 Certificate of authority; issuance; powers, rights, and privileges of foreign limited liability company.

450.5004 Certificate of authority; satisfaction of MCL 450.4204 required for issuance.

450.5005 Inaccurate application; correcting statement; certificate; exception; survivor of merger; certificate attesting to merger; annual statement.

450.5006 Certificate of withdrawal; contents, form, manner, and execution of application.

450.5007 Foreign limited liability company; transacting business without certificate of authority.

450.5008 Activities not considered to be transacting business in state; applicability of section to other state laws.

450.5009 Making or purchasing loans or participation or interest in loans.

450.5010 Maintaining action to restrain by attorney general.

450.5101 Filing fees; deposit; use; charges for certifying or copying files or records; dishonored checks; form of payment; waiver; veteran.

450.5102 Effect of actions by legislature.

450.5103 Interest as security.

450.5200 Effective date.