Michigan Code — CORPORATIONS
Browse 761 sections in division CORPORATIONS of the Michigan code. Each section page includes the full statutory text, official source links, and citation guidance.
Sections (showing up to 300)
- § 450.98. Applicability of act to corporations limiting dividends or voting rights, and conducting not more than 50% of business with nonstockholders or nonmembers; classification of corporations organized under MCL 450.98 to 450.109 as profit and nonprofit.
- § 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.
- § 450.133. 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.
- § 450.167a. Henry Ford trade school; dissolution; cancellation of franchise; assets, disposal, sale; debts, payment; retirement program; payment of dissolution charges; certificate, filing, contents.
- § 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 capital; use of "college", "university", or "junior college" as name; expansion of program; reopening of educational corporation; requirements; definitions.
- § 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.
- § 450.190. 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.
- § 450.211. Corporation division; transfer.
- § 450.251. Charitable purpose corporations; prohibited conduct; compliance with subsection (2); merger, conversion, or dissolution; notice and documents to attorney general; court proceedings; consent to dissolution by 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 consent to transaction.
- § 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.
- § 450.504. Absence or death of person authorized to call or preside at legal meeting of corporation; application; warrant to call meeting.
- § 450.507. Holding of land; subscriptions; donations; stock transfer; articles, amendment.
- § 450.519. Contributions; recovery in chancery.
- § 450.520. Acts of incorporation; amendment, alteration or repeal.
- § 450.521. Assessing officers; returns, contents.
- § 450.522. Assessing officers; returns, default; penalty.
- § 450.523. Fraudulent transfer of shares to avoid taxation; penalty.
- § 450.524. Returns to state treasurer; default, computation, state tax.
- § 450.525. Attorney general and legislature; examination.
- § 450.681. Practice of law by corporations and voluntary associations prohibited; exceptions; penalty.
- § 450.691. Incorporation of library by proprietors; meeting; notice.
- § 450.692. Libraries; proprietors; powers; proceedings, certificate; recording.
- § 450.693. Libraries; powers of corporation; governing law.
- § 450.694. Libraries; collector and treasurer, bond.
- § 450.695. Libraries; shares, assessment and transfer; holding of property.
- § 450.696. Libraries; organization; powers.
- § 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 minority owned or woman owned business participation; bidder requirements; contract award.
- § 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 requirements of subsections (1) and (3); award of contract to lowest qualified bidder; report.
- § 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.
- § 450.1121. 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 originals; certified reproduced copy of document as evidence; effective date of document; fees.
- § 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 corrected document.
- § 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 created.
- § 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.
- § 450.1314. Reservation of powers to shareholders; consideration for authorized issuance of shares; determination of adequacy; shares fully paid and nonassessable; rights and privileges of subscriber.
- § 450.1317. Liability of purchaser, holder, subscriber, assignee, transferee, pledgee, or shareholder.
- § 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.
- § 450.1336. Issuance or transfer of shares without certificates; statement.
- § 450.1338. Fractions of share or scrip.
- § 450.1341a. Issuance of shares pro rata and without consideration; share dividend.
- § 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 acquisition.
- § 450.1345. Distributions to shareholders; record date for determining entitlement; prohibited distribution; determination; measuring effect of distribution; indebtedness to shareholder; obligation to make future payments; enforceability of guaranty or other undertaking by third party; asserting right of rescission or other legal or equitable rights.
- § 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.
- § 450.1412. 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.
- § 450.1447a. 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.
- § 450.1466. 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.
- § 450.1485. 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 voting trust certificate deemed shareholder.
- § 450.1488. Shareholder agreement.
- § 450.1489. Action by shareholder.
- § 450.1491a. Definitions.
- § 450.1492a. Commencement of derivative proceeding by shareholder; criteria.
- § 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 shareholders.
- § 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.
- § 450.1515a. 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.
- § 450.1541a. Director or officer; manner of discharging duties; reliance on information, opinions, reports, or statements; action against director or officer; limitations.
- § 450.1545a. Interest of director or officer in transaction; compensation of directors.
- § 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.
- § 450.1564a. Indemnification under MCL 450.1561, MCL 450.1562, or MCL 450.1563; determination and evaluation; designation of committee or selection of independent legal counsel; partial indemnification; payment authorization; indemnification for expenses and liabilities.
- § 450.1564b. Payment or reimbursement of party in advance of final disposition of proceeding; undertaking as unlimited general obligation; evaluation of reasonableness; advancement of expenses.
- § 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.