Michigan § 450.1804 - Dissolution by action of board and shareholders; certificate of dissolution.
Full text of Michigan Michigan Compiled Laws § 450.1804 — Dissolution by action of board and shareholders; certificate of dissolution., with citation guidance and answers to common questions.
§ 450.1804. Dissolution by action of board and shareholders; certificate of dissolution.
(1) A corporation may be dissolved by action of its board and shareholders as provided in this section.
(2) A corporation's board may propose dissolution of a corporation for action by the shareholders.
(3) If it proposes a dissolution, the board must recommend the dissolution to the shareholders unless section 529 applies or the board determines that because of conflict of interest or other special circumstances it should make no recommendation. If the board does not recommend the dissolution to the shareholders, or recommends against the dissolution, in either case because 1 or more of the exceptions described in this subsection apply, the board must communicate to the shareholders the basis for its decision.
(4) A board may condition its submission of the proposal for dissolution of a corporation to the shareholders on any basis.
(5) A proposed dissolution of a corporation shall be submitted for approval at a meeting of shareholders. Notice shall be given to each shareholder of record whether or not entitled to vote at the meeting within the time and in the manner as 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 dissolution of the corporation.
(6) At the meeting described in subsection (5), the shareholders shall vote on the proposed dissolution. The dissolution is approved if it receives the affirmative vote of the holders of a majority of the outstanding shares of the corporation entitled to vote on the dissolution.
(7) If the dissolution of a corporation is approved, it shall be effected by the execution and filing of a certificate of dissolution on behalf of the corporation that states all of the following:
(a) The name of the corporation.
(b) The date and place of the meeting of shareholders at which the dissolution was approved.
(c) A statement that dissolution was proposed and approved by the requisite vote of the board and shareholders.
Source: official Michigan text · Last verified 2026-08-27
Frequently Asked Questions About Michigan § 450.1804
What does Michigan Compiled Laws § 450.1804 cover?
Section 450.1804 ("Dissolution by action of board and shareholders; certificate of dissolution.") is part of the Michigan Compiled Laws, the codified statutory law of Michigan. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Michigan § 450.1804?
A common citation format is "Michigan Compiled Laws § 450.1804" (Michigan). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Michigan law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Michigan official source linked on this page or consult a licensed Michigan attorney.
How does Michigan § 450.1804 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Michigan can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Michigan.