HB 5939

HOUSE BILL NO. 5939
A bill to amend 1972 PA 284, entitled
"Business corporation act,"
by amending sections 105, 106, 107, 109, 131, 143, 202,
209, 211, 261, 288, 404, 413, 441, 489, 505, 531, 535, 564a, 711, 745, 911,
1002, and 1060 (MCL 450.1105, 450.1106, 450.1107, 450.1109, 450.1131, 450.1143,
450.1202, 450.1209, 450.1211, 450.1261, 450.1288, 450.1404, 450.1413, 450.1441,
450.1489, 450.1505, 450.1531, 450.1535, 450.1564a, 450.1711, 450.1745,
450.1911, 450.2002, and 450.2060), sections 105, 106, 211, and 911 as amended
by 2012 PA 569, sections 107 and 711 as amended by 1989 PA 121, section 109 as
amended by 2015 PA 158, sections 131, 143, 202, and 288 as amended by 2018 PA
85, section 209 as amended by 1997 PA 118, sections 261 and 489 as amended by
2006 PA 68, sections 404 and 413 as amended by 2001 PA 57, section 441 as
amended by 2006 PA 66, section 505 as amended by 1993 PA 91, sections 564a and
1002 as amended and section 745 as added by 2008 PA 402, and section 1060 as
amended by 2023 PA 135, and by adding sections 152, 153, 154, 155, 156, 157,
158, 159, and 545b and chapter 9A.
the people of the state of michigan enact:
Sec. 105. (1) "Administrator"
means the chief officer of the department or of any
other another agency or department
authorized by law to administer this act, or his or
her the designated representative of the chief officer.
(2) "Articles
of incorporation" includes any of the following:
(a) The original
articles of incorporation or any other instrument filed or issued under any
statute to organize a domestic or foreign corporation, as amended,
supplemented, or restated by certificates of amendment, merger, conversion, or
consolidation or other certificates or instruments filed or issued under any
statute.
(b) A special act
or charter creating a domestic or foreign corporation, as amended,
supplemented, or restated.
(3)
"Authorized shares" means shares of all classes that a corporation is
authorized to issue.
(4) "Benefit corporation" means a domestic corporation that
meets the requirements of a benefit corporation under chapter 9A and has not
terminated its status as a benefit corporation under that chapter.
(5) (4) "Board"
means board of directors or other governing board of a corporation.
(6) (5) "Bonds"
includes secured and unsecured bonds, debentures, and notes.
Sec. 106. (1) "Corporation" or
"domestic corporation" means a corporation formed under this act, or
existing on January 1, 1973 and formed under any other statute of this state
for a purpose for which a corporation may be formed under this act. Corporation or domestic corporation includes a benefit
corporation.
(2)
"Department" means the department of licensing and regulatory
affairs.
(3)
"Director" means a member of the board of a corporation.
(4)
"Distribution" means a direct or indirect transfer of money or other
property, except the corporation's shares, or the incurrence of indebtedness by
the corporation to or for the benefit of its shareholders in respect to the
corporation's shares. A distribution may be in the form of a dividend, a
purchase, redemption or other acquisition of shares, an issuance of
indebtedness, or any other declaration or payment to or for the benefit of the
shareholders.
(5)
"Electronic transmission" or "electronically transmitted"
means any form of communication that meets all of the following:
(a) It does not
directly involve the physical transmission of paper.
(b) It creates a
record that may be retained and retrieved by the recipient.
(c) It may be
directly reproduced in paper form by the recipient through an automated
process.
Sec. 107. (1) "Foreign
corporation" means a corporation for profit formed under laws other than
the laws of this state, which includes in its purposes a purpose for which a
corporation may be formed under this act.
(2) "Foreign
nonprofit corporation" means a corporation organized under laws other than
the laws of this state, which includes in its purposes a purpose for which a
corporation may be organized under the nonprofit corporation act, Act No. 162 of the Public Acts of 1982, being sections 450.2101
to 450.3192 of the Michigan Compiled Laws.1982
PA 162, MCL 450.2101 to 450.3192.
(3)
"Independent director" means a director who meets all of the
following requirements:
(a) Is elected by
the shareholders.
(b) Is designated
as an independent director by the board or the shareholders.
(c) Has at least not less than 5
years of business, legal, or financial experience, or other equivalent
experience. For a corporation with securities registered under section 12 of
the securities exchange act of 1934, chapter 404,
48 Stat . 881, 15 U.S.C. 78L, USC 78l, "experience" shall mean means experience
as a senior executive, director, or attorney, or other equivalent experience,
for a corporation with registered securities.
(d) Is not and
during the 3 years prior to before being designated as an independent director
has not been any of the following:
(i) An officer or employee of the
corporation or any affiliate of the corporation.
(ii) Engaged in any business transaction for
profit or series of transactions for profit, including banking, legal, or
consulting services, involving more than $10,000.00 with the corporation or any
affiliate of the corporation.
(iii) An affiliate, executive officer, general
partner, or member of the immediate family of any person that had the status or
engaged in a transaction described in subparagraph (i) or (ii).
(e) Does not
propose to enter into a relationship or transaction described in subdivision
(d)(i) through to (iii).
(f) Does not have
an aggregate of more than 3 years of service as a director of the corporation, regardless of whether or
not as an independent director.
(4)
"Internal affairs" means all of the following:
(a) Rights
and duties under the laws of the jurisdiction in which a corporation is
incorporated that are possessed or owed by a current or former director,
officer, or shareholder in such a capacity.
(b)
Matters governed by, or
claims arising under, the statute under which a corporation is incorporated,
including the procedural rules for derivative actions or proceedings brought on
behalf of the corporation or shareholders, whether found in a statute, court
rule, or other source.
(c) Matters
governed by a corporation's articles of incorporation or bylaws.
(d) Matters
or claims that are generally interpreted to be governed by the internal affairs
doctrine of this state that are not included in subdivisions (a) to (c).
Sec. 109. (1) "Services in a learned
profession" means services provided to the public by a dentist, an
osteopathic physician, a physician, a surgeon, a doctor of divinity or other
clergy, or an attorney-at-law. The term does Services in a learned profession do not include
services provided to residents of a nursing home, as that
term is defined in section 20109 of the public health code, 1978 PA 368,
MCL 333.20109, by a dentist, osteopathic physician, physician, or surgeon who
is an employee or independent contractor of the nursing home.
(2)
"Shareholder" means a person that holds units of proprietary interest
in a corporation and is considered to be synonymous with "member" in
a nonstock corporation.
(3)
"Shares" means the units into which proprietary interests in a
corporation are divided and is considered to be synonymous with
"membership" in a nonstock corporation.
(4)
"Voting group" means all shares of 1 or more classes or series that,
under the articles of incorporation or this act, are entitled to vote and be
counted together collectively on a matter at a meeting of shareholders. All
shares entitled by the articles of incorporation or this act to vote generally
on the matter are, for that purpose, a single voting group.
Sec. 131. (1) A document that is required or permitted to be filed under this
act shall must be
submitted by delivering the document to the administrator together with the
fees and accompanying documents required by law. The administrator may
establish a procedure for accepting delivery of a document submitted under this
subsection by facsimile or other electronic transmission. However, by December
31, 2006, the administrator shall establish a procedure for accepting delivery
of a document submitted under this subsection by electronic
mail email or over the internet.
Beginning January 1, 2007, the administrator shall accept delivery of documents
submitted by electronic mail email or over the internet.
(2) If a document
submitted under subsection (1), other than an annual
benefit report under section 961, substantially conforms to the
requirements of this act, the administrator shall endorse upon it the document with
the word "filed", with his or her the
administrator's official title, and the
date of receipt and of filing on the document and
shall file and index the document or a photostatic, micrographic, photographic,
optical disc media, or other reproduced copy of the
document in his or her the administrator's office. If requested at the time
of the delivery of the document to his or her the administrator's office, the administrator shall
include the hour of filing in the endorsement on the document.
(3) The
administrator may return the original or a copy of a document filed under
subsection (2) to the person that submitted it for filing. The administrator
shall mark the filing date on the copy or original before returning it or may
provide proof of the filing date to the person that submitted the document for
filing in another manner determined by the administrator.
(4) The records and
files of the administrator relating to domestic and foreign corporations shall must be open
to reasonable inspection by the public. The administrator may maintain records
or files in their the
records' or files' original form or may maintain records or files in the
form of reproductions pursuant to in accordance with the records reproduction act, 1992
PA 116, MCL 24.401 to 24.406, and may destroy the originals of the reproduced
documents.
(5) The
administrator may make reproductions of any documents filed under this act or
any predecessor act pursuant to in accordance with the records reproduction act, 1992
PA 116, MCL 24.401 to 24.406, and may destroy the originals of the reproduced
documents. A reproduced copy of a document certified by the administrator,
including a copy sent by facsimile or other electronic transmission, is
considered an original document for all purposes and is admissible in evidence in like manner as an original document.
(6) Except as
provided in section 806, a document filed under subsection (2) is effective at
the time it is endorsed unless a subsequent effective time, not later than 90
days after the date of delivery, is set forth stated in the document.
(7) The
administrator shall charge 1 of the following nonrefundable fees if expedited
filing of a document by the administrator is requested and the administrator
shall retain the revenue collected under this subsection and the department
shall use it to carry out its duties required by law:
(a) For any filing
that a person requests the administrator to complete within 1 hour on the same
day as the day of the request, $1,000.00. The department may establish a
deadline by which a person must submit a request for filing under this
subdivision.
(b) For any filing
that a person requests the administrator to complete within 2 hours on the same
day as the day of the request, $500.00. The department may establish a deadline
by which a person must submit a request for filing under this subdivision.
(c) Except for a
filing request under subdivision (a) or (b), for the filing of any formation or
qualification document that a person requests the administrator to complete on
the same day as the day of the request, $100.00. The department may establish a
deadline by which a person must submit a request for filing under this
subdivision.
(d) Except for a
filing request under subdivision (a) or (b), for the filing of any other
document concerning an existing domestic corporation or a qualified foreign
corporation that a person requests the administrator to complete on the same
day as the day of the request, $200.00. The department may establish a deadline
by which a person must submit a request for filing under this subdivision.
(e) For the filing
of any formation or qualification document that a person requests the
administrator to complete within not later than 24 hours of
the time after the administrator
receives the request, $50.00.
(f) For the filing
of any other document concerning an existing domestic corporation or a
qualified foreign corporation that a person requests the administrator to
complete within not
later than 24 hours of the time after the administrator receives the request,
$100.00.
Sec. 143. (1) If a notice or communication
is required or permitted under this act to be given by mail, it shall the notice or
communication must be mailed, except as otherwise provided in this act,
to the person to which it is directed at the address designated by the person
for that purpose or, if none is designated, at the person's last known address.
The notice or communication is given when deposited, with postage prepaid, in a
post office or official depository under the exclusive care and custody of the
United States Postal Service. Unless the corporation has securities registered
under section 12 of title 1 of the
securities exchange act of 1934, 15 USC 78l, the mailing shall
must be sent by registered, certified,
or other first-class mail except unless otherwise required under this act.
(2) If a
corporation is required or permitted to provide its shareholders with a written
notice or other written report, statement, or communication under this act, the
articles of incorporation, or the bylaws, the corporation may provide that
notice, report, statement, or communication to all shareholders that share a
common address by delivering 1 copy of it to the common address if all of the
following are met:
(a) The corporation
addresses the notice, report, statement, or communication to the shareholders
that share the common address as a group, individually, or in any other form to
which any of those shareholders have not objected.
(b) At least Not less than 60
days before the first delivery of any delivery to a common address under this
subsection, the corporation gives notice to the shareholders that share that
common address that it intends to provide only 1 copy of notices, reports,
statements, or other communications to shareholders that share a common
address.
(c) The corporation
has not received a written objection from any shareholder that shares a common
address to deliveries under this subsection to that shareholder. If it receives
a written objection under this subdivision, the corporation within 30 days shall
begin providing the objecting shareholder with separate copies of any notices,
reports, statements, or communications to the shareholders, but the corporation
may deliver 1 copy of the notices, reports, statements, or communications to
all of the shareholders at that common address that have not objected.
(3) If a notice is
required or permitted under this act to be given in writing, electronic
transmission is written notice.
(4) If a notice or
communication is permitted under this act to be transmitted electronically, the
notice or communication is given when electronically transmitted to the either of the
following:
(a) A person
that is entitled to the notice or communication in a manner authorized by the
person.
(b) A shareholder that is entitled to the notice or communication to the
email address for the shareholder as it appears on the records of the
corporation, unless the shareholder has previously notified the corporation in
writing that it objects to receiving notices and communications by email.
(5) A notice may not be electronically transmitted after the corporation
is unable to deliver by such electronic transmission 2 consecutive notices and
the inability to electronically transmit becomes known to the secretary, an
assistant secretary of the corporation, the transfer agent, or any other person
responsible for giving of notice, provided the inadvertent failure to discover
the inability does not invalidate any meeting or other action.
(6) (5) As
used in subsection (2), "address" means a street address, post office
box, electronic mail email address for electronic transmissions by electronic mail, email, or
telephone facsimile number for electronic transmissions by facsimile.
(7) (6) If
the administrator is required under this act to give notice to the corporation,
the administrator may electronically transmit the notice to the corporation's
resident agent in the manner authorized by the corporation.
Sec. 152. As used
in sections 152 to 159:
(a) "Corporate action" means an action taken by or
on behalf of a corporation, including, but not limited to, any action taken by
the incorporator, the board, a committee of the board, an officer or agent of
the corporation, or the shareholders.
(b) "Date of the defective corporate action" means
the date, or the approximate date if the exact date is unknown, that a defective
corporate action was purported to have been taken.
(c) "Defective corporate action" means either of the
following:
(i) A corporate
action purportedly taken that is, and at the time the corporate action was
purportedly taken would have been, within the power of the corporation, without
regard to the failure of authorization identified in section 154(1)(c), but is
void or voidable due to a failure of authorization.
(ii) An overissue.
(d) "Failure of authorization" means
the failure to authorize, approve, or otherwise effect a corporate action in
compliance with this act, the articles of incorporation or bylaws, a corporate
resolution, or any plan or agreement to which the corporation is a party, if
and to the extent the failure would render the corporate action void or
voidable.
(e) "Overissue" means the purported
issuance of either of the following:
(i) Shares of a
class or series in excess of the number of shares of a class or series the
corporation has the power to issue under section 301 at the time of issuance.
(ii) Shares of any
class or series that the corporation is not authorized to issue at the time of
issuance by the articles of incorporation.
(f) "Putative shares" means the shares of any
class or series, including shares issued on exercise of rights, options,
warrants, or other securities convertible into shares of the corporation, or
interests with respect to such shares, that were created or issued as a result
of a defective corporate action, that, but for a failure of authorization,
would constitute valid shares, or that cannot be determined by the board to be
valid shares.
(g) "Valid shares" means the shares of any
class or series that have been duly authorized and validly issued in accordance
with this act, including as a result of ratification or validation under
sections 152 to 159.
(h) "Validation effective time" means
the later of either of the following:
(i) The time at
which the ratification of a defective corporate action is approved by the
shareholders or, if approval of shareholders is not required, the time at which
the notice required by section 156 is given in accordance with section 143.
(ii) The time at
which a certificate of validation filed in accordance with section 158 becomes
effective.
Sec. 153. (1) A
defective corporate action is not void or voidable if ratified in accordance
with section 154 or validated in accordance with section 159.
(2) Ratification under section 154 or validation under section 159 is not
the exclusive means of ratifying or validating a defective corporate action,
and the absence or failure of ratification in accordance with sections 153 to 159
does not alone affect the validity or effectiveness of a corporate action
properly ratified under common law or otherwise. The absence or failure of
ratification does not create a presumption that a corporate action is or was a
defective corporate action or is void or voidable.
(3) In the case of an overissue, putative shares are valid shares
effective as of the date originally issued or purportedly issued on either of
the following:
(a) The effectiveness under sections 153 to 159 and under chapter 6 of
an amendment to the articles of incorporation authorizing, designating, or
creating the putative shares.
(b) The effectiveness of any other corporate action under sections 153 to
159 ratifying the authorization, designation, or creation of the putative shares.
Sec. 154. (1) To
ratify a defective corporate action, other than the ratification of a selection
of the initial board of directors under subsection (2), the board shall take
action in accordance with section 155, specifying in the action all of the
following:
(a) The defective corporate action to be ratified and, if the defective
corporate action involved the issuance of putative shares, the number and type
of putative shares purportedly issued.
(b) The date of the defective corporate action.
(c) The nature of the failure of authorization with respect to the
defective corporate action to be ratified.
(d) That the board approves the ratification of the defective corporate
action.
(2) In the event that a defective corporate action to be ratified
relates to the selection of the initial board of directors of the corporation
under section 223, a majority of the individuals who, at the time of the
ratification, are exercising the powers of directors may take an action stating
all of the following:
(a) The name of the individual or individuals who first took action in
the name of the corporation as the initial board of directors of the
corporation.
(b) The earlier of the date on which the individual or individuals under
subdivision (a) first took such action or were purported to have been selected
as the initial board of directors.
(c) That the ratification of the selection of an individual or
individuals under subdivision (a) as the initial board of directors is
approved.
(3) If this act, the articles of incorporation, the bylaws, a corporate
resolution, or a plan or agreement to which the corporation is a party and that
is in effect at the time an action under subsection (1) is taken requires
shareholder approval or would have required shareholder approval at the date of
the occurrence of the defective corporate action, the ratification of the
defective corporate action approved in the action taken under subsection (1) must
be submitted to the shareholders for approval in accordance with section 155. Shareholder
approval is not required if, as of the time an action is taken under subsection
(1), there are no valid shares outstanding, regardless of whether there exist
any putative shares at that time.
(4) Unless otherwise provided in the action under subsection (1), after
the action has been taken by the board and, if required, approved by the
shareholders, the board may abandon the ratification at any time before the
validation effective time without further action of the shareholders.
Sec. 155. (1)
The quorum and voting requirements applicable to a ratifying action by the board
under section 154(1) are the quorum and voting requirements applicable to the
corporate action proposed to be ratified at the time the ratifying action is
taken.
(2) If the ratification of a defective corporate action requires
approval by the shareholders under section 154(3), and if the approval is to be
given at a meeting, the corporation shall notify each holder of valid shares and
putative shares, regardless of whether the shareholder is entitled to vote, as
of the record date for notice of the meeting and as of the date of the
occurrence of the defective corporate action. Notice under this subsection is not
required to be given to holders of valid shares or putative shares whose
identities or addresses for notice cannot be determined from the records of the
corporation. The notice must state that the purpose, or 1 of the purposes, of
the meeting is to consider ratification of a defective corporate action and
must be accompanied by both of the following:
(a) A copy of the action taken by the board in accordance with section
154(1) or the information required by section 154(1)(a) to (d).
(b) A statement that a claim that the ratification of the defective
corporate action and any putative shares issued as a result of the defective
corporate action should not be effective, or should be effective only on
certain conditions, must be brought not later than 120 days after the
applicable validation effective time.
(3) Except as provided in subsection (4) with respect to the voting
requirements to ratify the election of a director, the quorum and voting
requirements applicable to the approval by the shareholders required under section
154(3) are the quorum and voting requirements applicable to the corporate
action proposed to be ratified at the time of shareholder approval.
(4) The approval by shareholders to ratify the election of a director
requires that the votes cast within the voting group favoring the ratification
exceed the votes cast opposing the ratification of the election at a meeting at
which a quorum is present.
(5) Putative shares on the record date for determining the shareholders
entitled to vote on a matter submitted to shareholders under section 154(3),
and without giving effect to any ratification of putative shares that becomes
effective as a result of a vote, are not entitled to vote and are not counted
for quorum purposes in any vote to approve the ratification of a defective
corporate action.
(6) If the approval under this section of putative shares would result
in an overissue, in addition to the approval required by section 154, approval
of an amendment to the articles of incorporation under chapter 6 of this act to
increase the number of shares of an authorized class or series or to authorize
the creation of a class or series of shares so there would be no overissue is required
and must be filed in accordance with section 158.
Sec. 156. (1)
Unless shareholder approval is required under section 154(3), prompt notice of
an action taken under section 154 must be given to each holder of valid shares and
putative shares, regardless of whether the shareholder is entitled to vote, as
of the date of the action by the board and as of the date of the defective
corporate action ratified. Notice is not required to be given to holders of
valid shares and putative shares whose identities or addresses for notice
cannot be determined from the records of the corporation.
(2) The notice under subsection (1) must contain both of the following:
(a) A copy of the action taken by the board in accordance with section
154(1) or (2) or the information required by section 154(1)(a) to (d) or
section 154(2)(a) to (c), as applicable.
(b) A statement that a claim that the ratification of the defective
corporate action and any putative shares issued as a result of such defective
corporate action should not be effective, or should be effective only on
certain conditions, must be brought not later than 120 days after the
applicable validation effective time.
(3) A notice is not required under this section with respect to any
action required to be submitted to shareholders for approval under section 154(3)
if notice is given in accordance with section 155(2).
(4) A notice required by this section may be given in any manner
permitted by section 143 and, for a corporation subject to the reporting
requirements of section 13 or section 15(d) of the securities exchange act of
1934, 15 USC 78m and 78o, may be given by means of filing or furnishing the notice
with the Securities and Exchange Commission.
Sec. 157. Beginning
on the date of the validation effective time, and without regard to the 120-day
period during which a claim may be brought under section 159, all of the
following apply:
(a) Each defective corporate action ratified in accordance with section
154 is not void or voidable as a result of the failure of authorization
identified in the action taken under section 154(1) or (2) and is considered a
valid corporate action effective as of the date of the defective corporate
action.
(b) The issuance of each putative share or fraction of a putative share
purportedly issued under a defective corporate action identified in the action
taken under section 154 is not void or voidable, and each such putative share
or fraction of a putative share is considered to be an identical share or
fraction of a valid share as of the time it was purportedly issued.
(c) Any corporate action taken subsequent to the defective corporate
action ratified in accordance with section 154 in reliance on that defective
corporate action having been validly effected, and any subsequent defective
corporate action resulting directly or indirectly from the original defective
corporate action, is valid as of the time taken.
Sec. 158. (1)
If a defective corporate action ratified under section 154 would have required a
filing under any other section of this act, then, regardless of whether a
filing was previously made in respect of that defective corporate action and instead
of a filing otherwise required by this act, the corporation shall file a
certificate of validation. A certificate of validation serves to amend or
substitute for any other filing with respect to the defective corporate action as
required under this act.
(2) The certificate of validation under subsection (1) must include all
of the following:
(a) The defective corporate action that is the subject of the
certificate of validation, including, in the case of any defective corporate
action involving the issuance of putative shares, the number and type of
putative shares issued and the date or dates on which the putative shares were
purported to have been issued.
(b) The date of the defective corporate action.
(c) The nature of the failure of authorization in respect of the
defective corporate action.
(d) A statement that the defective corporate action was ratified in
accordance with section 154, including the date on which the board ratified the
defective corporate action and the date, if any, on which the shareholders
approved the ratification of the defective corporate action.
(e) If a filing was previously made in respect of the defective
corporate action and no changes to that filing are required to give effect to
the ratification of the defective corporate action in accordance with section
154, both of the following:
(i) The name, title,
and filing date of the filing previously made and any certificate of correction
to that filing.
(ii) A statement
that a copy of the filing previously made, together with any certificate of
correction to that filing, is attached as an exhibit to the certificate of
validation.
(f) If a filing was previously made in respect of the defective
corporate action and that filing requires any change to give effect to the
ratification of the defective corporate action in accordance with section 154, all
of the following:
(i) The name, title,
and filing date of the filing previously made and any certificate of correction
to that filing.
(ii) A statement
that a filing containing all of the information required to be included under
the applicable section or sections of this act to give effect to the defective
corporate action is attached as an exhibit to the certificate of validation.
(iii) The date and
time that the filing is considered to have become effective.
(g) If a filing was not previously made in respect of the defective
corporate action and the defective corporate action ratified under section 154
would have required a filing under any other section of this act, both of the
following:
(i) A statement
that a filing containing all of the information required to be included under
the applicable sections of this act to give effect to the defective corporate
action is attached as an exhibit to the certificate of validation.
(ii) The date and
time that the filing is considered to have become effective.
(h) In the case of an overissue contemplated by section 155(6), the
amendment or amendments to the corporation's articles of incorporation approved
in accordance with that subsection.
Sec. 159. (1) On application by a
corporation, a successor entity to the corporation, a director of the
corporation, a shareholder, a beneficial shareholder, an unrestricted voting
trust beneficial owner of the corporation, including any such shareholder,
beneficial shareholder, or unrestricted voting trust beneficial owner as of the
date of the defective corporate action ratified under section 154, or any other
person claiming to be substantially and adversely affected by a ratification
under section 154, the circuit court may do any of the following:
(a)
Determine the validity and effectiveness of a corporate action or defective
corporate action.
(b)
Determine the validity and effectiveness of a ratification under section 154.
(c)
Determine the validity of any putative shares.
(d) Modify
or waive any of the procedures specified in section 154 or 155 to ratify a
defective corporate action.
(e) Make
findings or orders, and take into account any factors or considerations,
regarding matters the court considers proper under the circumstances.
(2) Service
of process of the application under subsection (1) on a corporation may be made
in any manner provided by statute or by rule of the applicable court for
service on the corporation, and another party does not need to be joined for
the court to adjudicate the matter. In an action filed by a corporation, the
court may require notice of the action be provided to other persons specified
by the court and permit such persons to intervene in the action.
(3)
Notwithstanding any other provision of this section or otherwise under
applicable law, an action asserting that the ratification of a defective
corporate action and any putative shares issued as a result of a defective
corporate action should not be effective, or should be effective only on
certain conditions, must be brought not later than 120 days after the
validation effective time.
(4) The validation effective time of a defective corporate action that
is ratified under section 154 is not affected by the filing or pendency of a
judicial proceeding under this section, unless otherwise ordered by the court.
Sec. 202. The articles of incorporation shall must contain
all of the following:
(a) The name of the
corporation.
(b) The purposes
for which the corporation is formed. All of the following apply for purposes of
this subdivision:
(i) Except as otherwise provided in
subparagraph (ii), or (iii), or (iv), it is a sufficient compliance sufficiently
compliant with this subdivision to state substantially, alone or with
specifically enumerated purposes, that the corporation may engage in any
activity within the purposes for which corporations
a corporation may be formed under the business corporation this
act, and all activities shall must by the statement be considered within the
purposes of the corporation, subject to expressed limitations.
(ii) Any corporation that proposes to conduct
educational purposes shall state the purposes and shall comply with all
requirements of sections 170 to 177 of 1931 PA 327, MCL 450.170 to 450.177.
(iii) A professional corporation shall comply
with section 283(2) and (3).
(iv) The purpose of a benefit corporation
must comply with section 953.
(c) The aggregate
number of shares that the corporation has authority to issue.
(d) If the shares
are, or are to be, divided into classes, or into classes and series, the
designation of each class and series, the number of shares in each class and
series, and a statement of the relative rights, preferences, and limitations of the shares of each class and
series, to the extent that the designations, numbers, relative rights,
preferences, and limitations have been determined.
(e) If the shares
are to be designated and issued in 1 or more classes or series, a statement of
any authority vested in the board to designate and issue shares in 1 or more
classes or series, and to determine or change for any class or series its
designation, number of shares, relative rights, preferences, and limitations.
(f) Except as
otherwise provided in section 611(2)(c), the street address, and the mailing
address if different from the street address, of the corporation's initial
registered office and the name of the corporation's initial resident agent at
that address.
(g) The names and
addresses of the incorporators.
(h) The duration of
the corporation if other than perpetual.
Sec. 209. (1) The articles of
incorporation may contain any provision not inconsistent with this act or
another statute of this state, including any of the following:
(a) A provision for
management of the business and conduct of the affairs of the corporation, or
creating, defining, limiting, or regulating the powers of the corporation, its
directors and shareholders, or a class of shareholders.
(b) A provision
that under this act is required or permitted to be set forth in the bylaws.
(c) A provision
eliminating or limiting a director's or officer's liability
to the corporation or its shareholders for money damages for any action taken
or any failure to take any action as a director or
officer, except liability for any of the following:
(i) The amount of a financial benefit
received by a director or officer to which he or she the director or
officer is not entitled.
(ii) Intentional A director's or officer's intentional infliction of
harm on the corporation or the shareholders.
(iii) A director's violation
of section 551.
(iv) An A director's or officer's intentional criminal act.
(d) A provision renouncing any interest or expectancy of the corporation
in, or in being offered an opportunity to participate in, 1 or more classes or
categories of a business opportunity.
(2) If the articles
of incorporation contain a provision eliminating the liability of a director prior to the amendatory act that amended subsection (1)
and added this subsection, before October 24,
1997, that provision shall be considered to
eliminate eliminates the liability of a
director as provided in subsection (1)(c).
(3) A provision in the articles of incorporation may not eliminate or
limit the liability of a director or officer for any act or omission that
occurs before the date when the provision becomes effective. A provision in the
articles of incorporation may apply to both directors and officers, to
directors but not officers, or to officers but not directors. Unless a
provision in the articles of incorporation refers to officers, the provision
does not eliminate or limit the liability of an officer, provided that, to the
extent that, before the amendatory act that added this subsection, a
corporation's articles of incorporation contained a limitation of liability of
directors under subsection (1)(c), the corporation's bylaws may contain a
limitation of liability of officers.
(4) As used
in this section, "officer" means any of the following individuals:
(a) An
individual who is or was the president, chief executive officer, chief
operating officer, chief financial officer, chief legal officer, secretary,
controller, treasurer, or chief accounting officer of the corporation at any
time during the course of conduct alleged in the action or proceeding to be
wrongful.
(b) An
individual who is or was identified in the corporation's public filings with
the Securities and Exchange Commission because the individual is or was 1 of
the most highly compensated executive officers of the corporation at any time
during the course of conduct alleged in the action or proceeding to be wrongful.
(c) An
individual or position that the board by resolution designates as being, or
being held by, an officer for purposes of this section. The board may from time
to time by resolution change the persons or positions designated as officers, but
this change does not impair the right of any individual to exculpation with
respect to any action or omission before the change.
Sec. 211. (1) Except
as otherwise provided in chapter 2A for a
professional corporation and in subsection (2) for a
benefit corporation, the corporate name of a domestic corporation shall must contain
the word "corporation", "company",
"incorporated", or "limited" or shall must contain
1 of the following abbreviations: corp., co., inc., or ltd., with or without
periods.
(2) The
corporate name of a benefit corporation must contain the words "benefit
corporation" or "benefit company" or must contain the initials
"B.C.", with or without periods.
Sec. 261. A corporation, subject to any
limitation provided in this act, in any other statute of this state, or in its
articles of incorporation, shall have has power in furtherance of its corporate purposes to
do all of the following:
(a) Have perpetual
duration.
(b) Sue and be sued
in all courts and participate in actions and proceedings, judicial,
administrative, arbitrative, or otherwise, in the same manner as natural
persons.
(c) Have a
corporate seal, and alter the seal, and use it by causing it or a facsimile to
be affixed, impressed, or reproduced in any other manner.
(d) Adopt, amend,
or repeal bylaws, including emergency bylaws, relating to the business of the
corporation, the conduct of its affairs, its rights and powers and the rights
and powers of its shareholders, directors, or officers.
(e) Elect or
appoint officers, employees, and other agents of the corporation, prescribe their the duties of the officers, employees, and agents, fix their the compensation of the officers,
employees, and agents and the compensation of directors, and indemnify
corporate directors, officers, employees, and agents.
(f) Purchase,
receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise
acquire, own, hold, improve, employ, use and otherwise deal in and with, real
or personal property, or an interest in real or personal property, wherever
situated.
(g) Sell, convey,
lease, exchange, transfer, or otherwise dispose of, or mortgage or pledge, or
create a security interest in any of its property or an interest in its
property, wherever situated.
(h) Purchase, take,
receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell,
lend, lease, exchange, transfer or otherwise dispose of, mortgage, pledge, use
and otherwise deal in and with, bonds and other obligations, shares or other securities
or interests issued by others, whether engaged in similar or different
business, governmental, or other activities, including banking corporations or
trust companies. A corporation organized or transacting business in this state
under this act shall not guarantee or become surety upon on a bond or
other undertaking securing the deposit of public money.
(i) Make contracts,
give guarantees and incur liabilities, borrow money at rates of interest as the
corporation may determine, issue its notes, bonds, and other obligations, and
secure any of its obligations by mortgage or pledge of any of its property or
an interest in its property, wherever situated. This power shall include includes the
power to give guarantees that are necessary or convenient to the conduct,
promotion, or attainment of the business of any of the following corporations, regardless of whether or
not subject to this act, and domestic or foreign limited liability
companies or other business entities, and those
guarantees shall must
be considered to be in furtherance of the corporate purposes of the
contracting corporation:
(i) All of the outstanding shares or
interests of which are owned, directly or indirectly, by the contracting
corporation.
(ii) A corporation,
or limited liability company, or other business entity that owns, directly or
indirectly, all of the outstanding shares of the contracting corporation.
(iii) All of the outstanding shares or
interests of which are owned, directly or indirectly, by a corporation, regardless of whether or
not subject to this act, or a limited liability company or other business entity that owns, directly or
indirectly, all of the outstanding shares of the contracting corporation.
(j) Lend money,
invest and reinvest its funds, and take and hold real and personal property as
security for the payment of funds so loaned or invested.
(k) Make donations
for any of the following: The public welfare; community fund or hospital; or a
charitable, educational, scientific, civic, or similar purpose. A corporation
also has the power to provide aid in time of war or other national emergency.
(l) Pay pensions, establish and carry out
pension, profit sharing, share bonus, share purchase, share option, savings,
thrift and other retirement, incentive and benefit plans, trusts, and
provisions for any of its directors, officers, and employees.
(m) Purchase,
receive, take, otherwise acquire, own, hold, sell, lend, exchange, transfer,
otherwise dispose of, pledge, use and otherwise deal in and with its own
shares, bonds, and other securities.
(n) Participate
with others in any corporation, partnership, limited partnership, joint
venture, or other association of any kind, or in any transaction, undertaking,
or agreement which the participating corporation would have power to conduct by
itself, regardless of whether or not the participation involves sharing or
delegation of control with or to others.
(o) Cease its
corporate activities and dissolve.
(p) Transact
business, carry on its operations, and have offices and exercise the powers
granted by this act in any jurisdiction in or outside the United States.
(q) Have and
exercise all powers necessary or convenient to effect any purpose for which the
corporation is formed.
(r) Participate as
a member of any mutual insurance company for purposes of insuring property or
activities relative to nuclear facilities owned, operated, constructed, or
being constructed by the corporation.
Sec. 288. (1) A professional corporation
shall not issue any of its capital stock to anyone other than a person that is
eligible to be a shareholder of the professional corporation under section
283(2). The uniform securities act (2002), 2008 PA 551, MCL 451.2101 to
451.2703, does not apply to the issuance or transfer by a professional
corporation of its capital stock.
(2) Shares of a
professional corporation shall must not be sold or transferred to anyone other than
a person that is eligible to be a shareholder of the professional corporation
under section 283(2); to the personal representative or estate of a deceased or
legally incompetent shareholder; or to a trust or split interest trust in which
the trustee and the current income beneficiary are each eligible to be a
shareholder of the professional corporation under section 283(2). The personal
representative or estate of the deceased or legally
incompetent shareholder or, if a successor
trustee or current income beneficiary of a trust or split interest trust is
ineligible to be a shareholder of the professional corporation, the trust may
continue to own shares for a reasonable period but is not authorized to
participate in any decisions concerning the providing of professional service
by the professional corporation.
(3) Except as
permitted under subsection (2), a shareholder of a professional corporation
shall not enter into a voting trust agreement or any other type of agreement that vests another person with the
authority to exercise the voting power of any or all of his or her the
shareholder's stock, unless that other person is eligible to be a
shareholder of the professional corporation under section 283(2).
(4) The articles of
incorporation, bylaws, or a contract may provide specifically for additional
restrictions on the transfer of shares and may provide for the redemption or
purchase of the shares by the professional corporation or its shareholders at
prices and in a manner specifically set forth in the articles, bylaws, or
contract.
Sec. 404. (1) Except as otherwise provided
in this act, written notice of the time, place if any, and purposes of a
meeting of shareholders shall must be given in accordance
with section 143 not less than 10 nor or more than 60 days before the date of the meeting
to each shareholder of record entitled to vote at the meeting. Notice may be given personally, by mail, or by electronic
transmission. If a shareholder or proxy holder may be present and vote
at the meeting by remote communication, the means of remote communication
allowed shall must be
included in the notice.
(2) Unless the
corporation has securities registered under section 12 of title I of the securities exchange act of 1934,
chapter 404, 48 Stat . 892,
15 U.S.C. USC 78l, notice of the purposes of a meeting shall must include
notice of shareholder proposals that are proper subjects for shareholder action
and are intended to be presented by shareholders who have notified the
corporation in writing of their the shareholders' intention to present the proposals
at the meeting. The bylaws may establish reasonable procedures for the
submission of proposals to the corporation in advance of the meeting.
(3) If Unless the bylaws
otherwise require, when a meeting is adjourned to another time or place,
including an adjournment taken to address a technical
failure to convene or continue a meeting using remote communication, it
is not necessary ,
unless the bylaws otherwise provide, to give notice of the adjourned
meeting if the time, and place if any, to which
the meeting is adjourned and the means of remote
communication, if any, by which shareholders and proxy holders may be
considered present and to vote at such adjourned meetings, are announced
at the meeting at which the adjournment is taken,
displayed during the time scheduled for the meeting on the same electronic
network, if any, used to enable shareholders and proxy holders to participate
in the meeting by means of remote communication, or set forth in the notice of
the meeting given in accordance with subsection (1). A shareholder or
proxy holder may be present and vote at the adjourned meeting by a means of
remote communication if he or she the shareholder or proxy holder was permitted to be
present and vote by that means of remote communication in the original meeting
notice. At the adjourned meeting, only business that might have been transacted
at the original meeting may be transacted if a notice of the adjourned meeting
is not given. If after the adjournment the board fixes a new record date for
the adjourned meeting, a notice of the adjourned meeting shall must be
given to each shareholder of record on the new record date entitled to notice
under subsection (1).
(4) A shareholder's
attendance at a meeting will result results in both of the following:
(a) Waiver of
objection to lack of notice or defective notice of the meeting, unless the
shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting.
(b) Waiver of
objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented.
Sec. 413. (1) The officer or agent having
charge of the stock transfer books for shares of a corporation shall make and
certify a complete list of the shareholders entitled to vote at a shareholders'
meeting or any adjourned shareholders' meeting. The list shall must be all
of the following:
(a) Arranged
alphabetically within each class and series, with the address of and the number
of shares held by each shareholder. A corporation is
not required to include email addresses or other electronic contact
information.
(b) Produced at the time and place of Open to examination by any shareholder for any purpose
germane to the meeting for a period of 10 days
ending on the day before the meeting at either of the following locations:
(i) On a reasonably
accessible electronic network, provided that the information required to gain
access to the list is provided with the notice of the meeting. A corporation
must take reasonable steps to ensure that information made available under this
subparagraph is available only to shareholders of the corporation.
(ii) At the
principal place of business of the corporation during ordinary business hours.
(c) Subject to inspection by any shareholder during the
entire meeting. If the meeting is held solely by means of remote communication,
then the list shall be open to the examination of any shareholder during the
entire meeting by posting the list on a reasonably accessible electronic
network and the information required to access the list shall be provided with
the notice of the meeting.
(c) (d) Prima
facie evidence as to who are the shareholders entitled to examine the list or
to vote at the meeting.
(2) If the
requirements of this section have not been complied with, and a shareholder
present in person or by proxy in good faith challenges the existence of
sufficient votes to carry any action at the meeting, the meeting shall must be
adjourned until the requirements are complied with. Failure to comply with the
requirements of this section does not affect the validity of an action taken at
the meeting before a challenge described in this subsection.
Sec. 441. (1) Each outstanding share is
entitled to 1 vote on each matter submitted to a vote of the shareholders,
unless otherwise provided in the articles of incorporation. A vote may be cast
either orally or in writing, unless otherwise provided in the bylaws.
(2) Other than the
election of directors, if an action is to be taken by vote of the shareholders,
it shall must be
authorized by a majority of the votes cast by the holders of shares entitled to
vote on the action, unless a greater vote is required in the articles of
incorporation or another section of this act. Unless otherwise provided in the
articles of incorporation, abstaining from a vote or submitting a ballot marked
"abstain" with respect to an action is not a vote cast on that
action. Unless otherwise provided in the articles, directors shall be elected
by a plurality of the votes cast at an election.
(3) If a
corporation's articles of incorporation provide for more or less than 1 vote
for any share entitled to vote on any matter, every reference in this act
requiring or conditioning adoption or approval of any matter by or on the
approval or affirmative vote of a majority or other proportion of outstanding
shares entitled to vote, or of the holders of a majority or other proportion of
the outstanding shares entitled to vote, means such majority or other
proportion of the votes entitled to be cast by such shares.
Sec. 489. (1) A shareholder may bring an
action in the circuit court of the county in which the principal place of
business or registered office of the corporation is located to establish that
the acts of the directors or those in control of the corporation are illegal , or fraudulent , or constitute willfully
unfair and oppressive to conduct toward the corporation or to the shareholder. If the shareholder establishes
grounds for relief, the circuit court may make an order or grant relief as it
considers appropriate, including, without limitation, an order providing for
any of the following:
(a) The dissolution
and liquidation of the assets and business of the corporation.
(b) The
cancellation or alteration of a provision contained in the articles of
incorporation, an amendment of the articles of incorporation, or the bylaws of
the corporation.
(c) The
cancellation, alteration, or injunction against a resolution or other act of
the corporation.
(d) The direction
or prohibition of an act of the corporation or of shareholders, directors,
officers, or other persons party to the action.
(e) The purchase at
fair value of the shares of a shareholder, either by the corporation or by the
officers, directors, or other shareholders responsible for the wrongful acts.
(f) An award of
damages to the corporation or a shareholder. An action seeking an award of
damages must be commenced within not later than 3 years after the cause of action
under this section has accrued, or within not later than 2 years after the shareholder
discovers or reasonably should have discovered the cause of action under this
section, whichever occurs first.
(2) No An action under
this section shall may
not be brought by a shareholder whose shares are listed on a national
securities exchange or regularly traded in a market maintained by 1 or more
members of a national or affiliated securities association.
(3) As used in this
section, "willfully unfair and oppressive conduct" means a continuing
course of conduct or a significant action or series of actions that
substantially interferes with the interests of the shareholder as a
shareholder. Willfully unfair and oppressive conduct may include the
termination of employment or limitations on employment benefits to the extent
that the actions interfere with distributions or other shareholder interests
disproportionately as to the affected shareholder. The
term Willfully unfair and oppressive conduct does
not include conduct or actions that are permitted by an agreement, the articles
of incorporation, the bylaws, or a consistently applied written corporate
policy or procedure.
Sec. 505. (1) The board shall must consist
of 1 or more members, each of whom must be a natural
person. The bylaws must fix the number
of directors shall be fixed by, or in or establish the manner provided
in, the bylaws, for fixing the number of
directors, unless the articles of incorporation fix the number or establish the manner for fixing the number of directors.
(2) The first board
of directors shall hold office until the first annual meeting of shareholders.
At the first annual meeting of shareholders and at each subsequent annual meeting,
thereafter, the shareholders shall elect
directors to hold office until the succeeding annual meeting, except in case of
the classification of directors as permitted by this act. A director shall hold
office for the term for which he or she the director is elected and until his or her the director's
successor is elected and qualified, or until his or her the director's
resignation or removal. A director may resign by written notice to the
corporation. The A resignation
of a director is effective upon its receipt when it
is received by the corporation or at a
later time as set forth if a later time is stated in the notice of
resignation.
(3) The
shareholders or board may designate 1 or more directors as an independent
director. Any director so designated shall be as an
independent director is entitled to reasonable compensation in addition
to compensation paid to directors generally, as determined by the board or
shareholders, and reimbursement for expenses reasonably related to service as
an independent director. An independent director may communicate with
shareholders at the corporation's expense, as part of a communication or report
sent by the corporation to shareholders. An independent director shall not have
any greater duties or liabilities than any other director.
Sec. 531. (1) The officers of a
corporation shall must
consist of a president, secretary, treasurer, and, if desired, a
chairman of the board, 1 or more vice-presidents, and such other officers as
may be prescribed by the bylaws or determined by the board. Unless otherwise
provided in the articles of incorporation or bylaws, the officers shall must be
elected or appointed by the board, except that an
officer may appoint 1 or more officers if authorized by the bylaws or the board.
(2) Two or more
offices may be held by the same person but an officer shall not execute,
acknowledge, or verify an instrument in more
than 1 capacity if the instrument is required by law or the articles or bylaws
to be executed, acknowledged, or verified by 2
or more officers.
(3) An officer
elected or appointed as herein provided in this section shall hold office for the term for
which he the
officer is elected or appointed and until his
the officer's successor is elected or
appointed and qualified, or until his the officer's resignation or removal.
(4) An officer, as
between himself the
officer and other officers and the corporation, has such the authority
and shall perform such the duties in the management of the corporation as
may be provided in the bylaws, or, as may be determined by resolution of to the extent consistent with the bylaws, the duties
prescribed by the board not inconsistent
with the bylaws.or by direction of an officer
authorized by the board to prescribe the duties of other officers.
Sec. 535. (1) An
Except as otherwise provided in this
subsection, an officer elected or appointed
by the board may be removed by the board at any time with or without cause by the board, the appointing officer unless the bylaws or
the board provided otherwise, or any other officer if authorized by the bylaws
or the board. An officer elected by the shareholders may be removed,
with or without cause, only by vote of the shareholders, but his the officer's authority
to act as an officer may be suspended by the board for cause. As used in this subsection, "appointing officer"
means the officer, including a successor to that officer, who appointed the
officer being removed.
(2) The removal of
an officer shall be is without prejudice to his
the officer's contract rights, if any.
The election or appointment of an officer does not of itself create contract
rights.
(3) An officer may
resign by written notice to the corporation. The resignation is effective upon on its
receipt by the corporation or at a subsequent time specified in the notice of
resignation, including effectiveness determined on a
future event or events. If effectiveness of a
resignation is stated to be delayed and the board or the appointing officer
accepts the delay, the board or the appointing officer may fill the pending
vacancy before the delayed effectiveness, but the new officer may not take office
until the vacancy occurs.
Sec. 545b. (1) If
a director or officer pursues or takes advantage of a business opportunity
directly, or indirectly through or on behalf of another person, that action may
not be enjoined, set aside, or give rise to an award of damages or other
sanctions, in a proceeding by a shareholder or by or in the right of the
corporation, on the ground that the opportunity should have first been offered
to the corporation, if either of the following applies:
(a) The corporation's articles of incorporation contain a provision
adopted in accordance with section 209(1)(d) that renounces such opportunity.
(b) Before the director, officer, or other person becomes legally
obligated with respect to the opportunity, the director or officer brings the
opportunity to the attention of the corporation and either of the following
applies:
(i) The board, a
committee, or the independent director or directors disclaiming the corporation's
interest in the opportunity take action in compliance with the procedures described
in section 545a(1)(b) and (2).
(ii) Shareholders take
action disclaiming the corporation's interest in the opportunity in compliance
with the procedures described in section 545a(1)(c) and (3), in either case as
if the decision being made concerned a transaction in which a director or
officer is determined to have an interest, except that rather than making
disclosure of the material facts of the transaction and the director's or
officer's interest, as required in section 545a, the director or officer shall
have made prior disclosure to those acting on behalf of the corporation of all
material facts concerning the business opportunity known to the director or
officer. For purposes of this section and the test under section 545a(2), a
director who has no interest in the transaction is every director except a
director who pursues or takes advantage of the business opportunity directly,
or indirectly through or on behalf of another person, or has a material
relationship with a director or officer who pursues or takes advantage of the
business opportunity directly, or indirectly through or on behalf of another
person. For purposes of this section and the test under section 545a(3), a
shareholder who does not have an interest in the transaction is every
shareholder except a shareholder who pursues or takes advantage of the business
opportunity directly, or indirectly through or on behalf of another person, or
has a material relationship with a director or officer who pursues or takes
advantage of the business opportunity directly, or indirectly through or on
behalf of another person.
(2) In a proceeding seeking equitable relief or other remedy based on an
alleged improper pursuit or taking advantage of a business opportunity by a
director or officer directly, or indirectly through or on behalf of another
person, the fact that the director or officer did not employ the procedure
described in subsection (1)(b)(i) or (ii) before pursuing or taking advantage of
the opportunity does not create an implication that the opportunity should have
been first presented to the corporation or alter the burden of proof otherwise
applicable to establish that the director or officer breached a duty to the
corporation in the circumstances.
Sec. 564a. (1) Except as otherwise
provided in subsection (5), an indemnification under section 561 or 562, unless
ordered by the court or required under section 563, shall may be made
by the corporation only as authorized in the specific case upon on a
determination that indemnification of the director, officer, employee, or agent
is proper in the circumstances because he or she the director, officer, employee, or agent has met the
applicable standard of conduct set forth in under sections 561 and 562 and upon on an
evaluation of the reasonableness of expenses and amounts paid in settlement.
This determination and evaluation shall may be made in any of the following ways:
(a) By a majority
vote of a quorum of the board consisting of directors who are not parties or
threatened to be made parties to the action, suit, or proceeding.
(b) If a quorum
cannot be obtained under subdivision (a), by a majority
vote of a committee duly designated by the board and consisting solely of 2 or
more directors not at the time parties or threatened to be made parties to the
action, suit, or proceeding.
(c) In a written
opinion by independent legal counsel selected in 1 of the following ways:
(i) By the board or its committee in the
manner prescribed in subdivision (a) or (b).
(ii) If a quorum of the board cannot be
obtained under subdivision (a) and a committee cannot be designated under
subdivision (b), by the board.
(d) By all
independent directors who are not parties or threatened to be made parties to
the action, suit, or proceeding.
(e) By the
shareholders, but shares held by directors, officers, employees, or agents who
are parties or threatened to be made parties to the action, suit, or proceeding
may not be voted.
(f) By 1 or more officers of the corporation to whom the board has
delegated the authority to make the determinations required by this subsection,
if the person seeking indemnification is not an officer or a director of the
corporation. In the board's sole discretion, the board may impose limitations
on the authority of any officer to make the determinations required by this
subsection, such as materiality limitations.
(2) In the
designation of a committee under subsection (1)(b),
or in the selection of independent legal
counsel under subsection (1)(c)(ii), or in the delegation of authority to 1 or
more officers under subsection (1)(f), all directors may participate.
(3) If a person is
entitled to indemnification under section 561 or 562 for a portion of expenses,
including reasonable attorneys' fees, judgments, penalties, fines, and amounts
paid in settlement, but not for the total amount, the corporation may indemnify
the person for the portion of the expenses, judgments, penalties, fines, or
amounts paid in settlement for which the person is entitled to be indemnified.
(4) An
authorization of payment of indemnification under this section shall may be made
in any of the following ways:
(a) By the board in
1 of the following ways:
(i) If there are 2 or more directors who are
not parties or threatened to be made parties to the action, suit, or
proceeding, by a majority vote of all directors who are not parties or
threatened to be made parties, a majority of whom shall constitute a quorum for
this purpose.
(ii) By a majority of the members of a
committee of 2 or more directors who are not parties or threatened to be made
parties to the action, suit, or proceeding.
(iii) If the corporation has 1 or more
independent directors who are not parties or threatened to be made parties to
the action, suit, or proceeding, by a majority vote of all independent
directors who are not parties or are threatened to be made parties, a majority
of whom shall constitute a quorum for this purpose.
(iv) If there are no independent directors
and less than 2 directors who are not parties or threatened to be made parties
to the action, suit, or proceeding, by the vote necessary for action by the
board in accordance with section 523, in which authorization all directors may
participate.
(b) By the
shareholders, but shares held by directors, officers, employees, or agents who
are parties or threatened to be made parties to the action, suit, or proceeding
may not be voted on the authorization.
(c) By 1 or more officers of the corporation to whom the board has
delegated the authority to make a payment of indemnification, if the person
seeking indemnification is not an officer or a director of the corporation. In
the board's sole discretion, the board may impose limitations on the authority
of any officer to make a payment of indemnification, such as materiality
limitations.
(5) To the extent
that the articles of incorporation include a provision eliminating or limiting
the liability of a director pursuant to or officer in accordance with section 209(1)(c), a
corporation may indemnify a director or officer for
the expenses and liabilities described in this subsection without a
determination that the director or officer has
met the standard of conduct set forth in sections 561 and 562, but no
indemnification may be made except to the extent authorized in section 564c if
the director or officer received a financial
benefit to which he or she the director or officer was not entitled,
intentionally inflicted harm on the corporation or its shareholders, violated
section 551, or intentionally committed a criminal act. In connection with an
action or suit by or in the right of the corporation described in section 562,
indemnification under this subsection may be for expenses, including attorneys'
fees, actually and reasonably incurred. In connection with an action, suit, or
proceeding other than an action, suit, or proceeding by or in the right of the
corporation, as described in section 561, indemnification under this subsection
may be for expenses, including attorneys' fees, actually and reasonably
incurred, and for judgments, penalties, fines, and amounts paid in settlement
actually and reasonably incurred.
Sec. 711. (1) A domestic corporation
owning not less than 90% of the outstanding shares of each class of another
domestic corporation or corporations may merge the other corporation or
corporations into itself, or may merge itself, or itself and any such
subsidiary corporation or corporations, into any such subsidiary corporation,
without approval of the shareholders of any of the corporations, except as
provided in section 713. The board of the parent corporation shall approve a
plan of merger setting forth those matters required to be set forth in a plan
of merger under section 701. Approval by the board of any such subsidiary
corporation is not required.
(2) If the parent
corporation owns less than 100% of the outstanding shares of any constituent
subsidiary corporation, the parent corporation shall mail promptly after the filing of the certificate
of merger give to each minority shareholder of
record of each such subsidiary corporation, unless waived in writing, a written copy or summary of the plan of merger and
shall comply with the provisions of this chapter respecting dissenters' rights. A written copy or summary under this subsection may be
given personally, by mail, or by electronic transmission.
(3) The grant of
power to merge under this section does not preclude the effectuation of a
merger as elsewhere provided in this act.
Sec. 745. (1) A domestic corporation may
convert into a business organization if all of the following requirements are
satisfied:
(a) The conversion
is permitted by the law that will govern the internal affairs of the business
organization after conversion and the surviving business organization complies
with that law in converting.
(b) Unless
subdivision (d) applies, the board of the domestic corporation proposing to
convert adopts a plan of conversion that includes all of the following:
(i) The name of the domestic corporation,
the name of the business organization into which the domestic corporation is
converting, the type of business organization into which the domestic
corporation is converting, identification of the statute that will govern the
internal affairs of the surviving business organization, the street address of
the surviving business organization, the street address of the domestic
corporation if different from the street address of the surviving business
organization, and the principal place of business of the surviving business
organization.
(ii) For the domestic corporation, the
designation and number of outstanding shares of each class and series,
specifying the classes and series entitled to vote, each class and series
entitled to vote as a class, and, if the number of shares is subject to change
before the effective date of the conversion, the manner in which the change may
occur.
(iii) The terms and conditions of the proposed
conversion, including the manner and basis of converting the shares into
ownership interests or obligations of the surviving business organization, into
cash, into other consideration that may include ownership interests or
obligations of an entity that is not a party to the conversion, or into a
combination of cash and other consideration.
(iv) The terms and conditions of the
organizational documents that are to govern the surviving business
organization.
(v) Any other provisions with respect to the
proposed conversion that the board considers necessary or desirable.
(c) If the board
adopts the plan of conversion under subdivision (b), the plan of conversion is
submitted for approval in the same manner required for a merger under section
703a(2), including the procedures pertaining to dissenters' rights if any
shareholder has the right to dissent under section 762.
(d) If the domestic
corporation has not commenced business, has not issued any shares, and has not
elected a board, subdivisions (b) and (c) do not apply and the incorporators
may approve of the conversion of the corporation into a business organization by
unanimous consent. To effect the conversion, the majority of the incorporators
must execute and file a certificate of conversion under subdivision (e).
(e) After the plan
of conversion is approved under subdivisions (b) and (c) or the conversion is
approved under subdivision (d), the domestic corporation files any formation
documents required to be filed under the laws governing the internal affairs of
the surviving business organization, in the manner prescribed by those laws,
and files a certificate of conversion with the administrator. The certificate
of conversion shall must include all of the following:
(i) Unless subdivision (d) applies, all of
the information described in subdivision (b)(i) and (ii) and the manner and basis of converting
the shares of the domestic corporation contained in the plan of conversion.
(ii) Unless subdivision (d) applies, a
statement that the board has adopted the plan of conversion by the board under
subdivision (c), or if subdivision (d) applies to the conversion, a statement
that the domestic corporation has not commenced business, has not issued any
shares, and has not elected a board and that the plan of conversion was
approved by the unanimous consent of the incorporators.
(iii) A statement that the surviving business
organization will furnish a copy of the plan of conversion, on request and
without cost, to any shareholder of the domestic corporation.
(iv) If approval of the shareholders of the
domestic corporation was required, a statement that the plan was approved by
the shareholders under subdivision (c).
(v) A statement specifying each assumed name
of the domestic corporation to be used by the surviving business organization
and authorized under section 217(5).
(2) Section 131
applies in determining when a certificate of conversion under this section
becomes effective.
(3) When a
conversion under this section takes effect, all of the following apply:
(a) The domestic
corporation converts into the surviving business organization, and the articles
of incorporation of the domestic corporation are canceled. Except as otherwise
provided in this section, the surviving business organization is organized under
and subject to the organizational laws of the jurisdiction of the surviving
business organization as stated in the certificate of conversion.
(b) The surviving
business organization has all of the liabilities of the domestic corporation.
The conversion of the domestic corporation into a business organization under
this section shall does
not be considered to affect any
obligations or liabilities of the domestic corporation incurred before the
conversion or the personal liability of any person incurred before the
conversion, and the conversion shall does not be considered to
affect the choice of law applicable to the domestic corporation with
respect to matters arising before the conversion.
(c) The title to
all real estate and other property and rights owned by the domestic corporation
remain vested in the surviving business organization without reversion or
impairment. The rights, privileges, powers, and interests in property of the
domestic corporation, as well as the debts, liabilities, and duties of the
domestic corporation, shall are not be considered,
as a consequence of the conversion, to have been transferred to the surviving
business organization to which the domestic corporation has converted for any
purpose of the laws of this state.
(d) The surviving
business organization may use the name and the assumed names of the domestic
corporation if the filings required under section 217(5) or any other
applicable statute are made and the laws regarding use and form of names are
followed.
(e) A proceeding
pending against the domestic corporation may be continued as if the conversion
had not occurred, or the surviving business organization may be substituted in
the proceeding for the domestic corporation.
(f) The surviving
business organization is considered to be the same entity that existed before
the conversion and is considered to be organized on the date that the domestic
corporation was originally incorporated.
(g) The shares of
the domestic corporation that were to be converted into ownership interests or
obligations of the surviving business organization or into cash or other
property are converted.
(h) Unless
otherwise provided in a plan of conversion adopted in accordance with this
section, the domestic corporation is not required to wind up its affairs or pay
its liabilities and distribute its assets on account of the conversion, and the
conversion does not constitute a dissolution of the domestic corporation.
(4) If the
surviving business organization of a conversion under this section is a foreign
business organization, it is subject to the laws of this state pertaining to
the transaction of business in this state if it transacts business in this
state. The surviving business organization is liable, and is subject to service
of process in a proceeding in this state, for the enforcement of an obligation
of the domestic corporation, and in a proceeding for the enforcement of a right
of a dissenting shareholder of the domestic corporation against the surviving
business organization.
(5) If the conversion of a domestic corporation that is not a benefit
corporation into a business organization would result in the shares of any
voting group becoming, or being converted into or exchanged for the right to
receive, shares or interests in a business organization that is subject to law
that governs the internal affairs of the business organization that is
analogous to those in chapter 9A, the conversion must comply with section
955(3).
(6) (5) As
used in this section and section 746, "business organization" and
"entity" mean those terms as defined in section 736(1).
Sec. 911. (1) A domestic corporation and
each foreign corporation subject to chapter 10 shall file a report with the
administrator no not
later than May 15 of each year. The report shall
must be on a form approved by the
administrator, signed by an authorized officer or agent of the corporation, and
contain all of the following information:
(a) The name of the
corporation.
(b) The name of its the corporation's resident
agent and address of its the corporation's registered office in this state.
(c) The names and
addresses of its the
corporation's president, secretary, treasurer, and directors.
(d) General The general nature
and kind of business in which the corporation is engaged.
(e) For each
foreign corporation authorized to transact business in this state, the total
number of authorized shares and the most recent percentage used in computation
of the tax required by the Michigan business tax act, 2007 PA 36, MCL 208.1101
to 208.1601.208.1519.
(f) For each
professional corporation, the names and addresses of its shareholders and a
certification that both of the following are met:
(i) Each shareholder is a licensed person in
1 or more of the professional services provided by the professional
corporation.
(ii) The corporation meets the other
requirements of chapter 2A.
(2) A corporation that is a benefit corporation shall include the annual
benefit report that is required under section 961 with the report under
subsection (1).
(3) (2) A
corporation that is formed or authorized to do
business on or after January 1 and before May 16 of a calendar year is not
required to file the report described in subsection (1) for that calendar year.
(4) (3) If
there are no changes in the information provided in the last filed report
required under subsection (1), the corporation may file a report that certifies
to the administrator that no changes in the required information have occurred
since the last filed report. A report filed under this subsection shall must be on a
form approved by the administrator and filed no not later than the date required under this section. 911.A corporation that is
a benefit corporation that files a report under this subsection shall include
the annual benefit report that is required under section 961 with that report.
CHAPTER 9A
BENEFIT
CORPORATIONS
Sec. 951. (1) As used in this chapter:
(a) "Benefit enforcement
proceeding" means a claim asserted or action brought directly by a benefit
corporation, or derivatively on behalf of a benefit corporation, against a
director for either of the following:
(i) A failure to pursue a public benefit.
(ii) A violation of a duty or standard of conduct under this
chapter.
(b) "Minimum status vote"
means an authorization or approval of a corporate action that meets all of the
following:
(i) The shareholder approval or vote requirements of this act.
(ii) Any shareholder approval or vote requirement that is
included in a provision of the articles of incorporation.
(iii) The approval by not less than 2/3
of the votes entitled to be cast on the corporate action, and, if a voting group is entitled to a vote as a separate
group on the corporate action, the corporate action is approved by not less than 2/3 of the votes entitled to be cast
by the voting group.
(c) "Public benefit"
includes either of the following purposes for
which the corporation is formed, as identified in the articles of incorporation
under section 953:
(i) Creating a positive effect, or reducing a negative effect,
for at least 1 community or category of persons, other than shareholders solely
in the shareholders' capacity as shareholders,
or on the environment. As used in this subparagraph, "effect"
includes an effect that is artistic, charitable, economic, educational,
cultural, literary, medical, religious, social, ecological, or scientific in
nature.
(ii) Acting in a responsible and sustainable manner.
(d) "Responsible and sustainable
manner" means the corporation does both of the following:
(i) Pursues through the business of the corporation the
creation of a positive effect, or a reduction of a negative effect, on society
and the environment, that when taken as a whole, is material in light of the
corporation's size and the nature of the corporation's business.
(ii) Considers, in addition to the interests of the
shareholders, the separate interests of stakeholders known to be affected by
the conduct of the business of the corporation.
(2) If there is a conflict between a
specific provision of this chapter and a general provision of this act, the
provision of this chapter applies with respect to a benefit corporation.
Sec. 953. (1) A domestic corporation that meets both of the following
is a benefit corporation and subject to this chapter:
(a) The corporation is formed under
this act.
(b) The articles of incorporation of
the corporation state that it is a benefit corporation. However, an amendment
to the articles of incorporation to include the statement described in this
subdivision is not effective unless it is adopted by a minimum status vote.
(2) In addition to the purposes
described in section 202(b), the purposes of a benefit corporation must include
1 or more public benefits, which must be identified in 1 or more provisions in
the articles of incorporation.
(3) An amendment to the articles of
incorporation of a benefit corporation to change the purposes of the
corporation by adding, amending, or deleting 1 or more public benefits is not
effective unless it is adopted by a minimum status vote.
(4) A benefit corporation may
terminate its status as a benefit corporation by amending its articles of
incorporation to remove its public benefits. However, an amendment to the
articles of incorporation described in this subsection is not effective unless
it is adopted by a minimum status vote.
Sec. 955. (1) In addition to the requirements of chapter 7, if a
domestic corporation that is not a benefit corporation is a constituent
corporation in a merger or an exchanging corporation in a share exchange, and
the surviving or acquiring corporation will be a benefit corporation under the
plan of merger or share exchange, the plan must be approved by a minimum status
vote of that constituent or exchanging corporation.
(2) In addition to the requirements
of chapter 7, if a benefit corporation is a constituent corporation in a merger or an exchanging
corporation in a share exchange, and the surviving or acquiring corporation
will not be a benefit corporation under the plan of merger or share exchange,
the plan must be approved by a minimum status vote of that constituent or exchanging corporation.
(3) In addition to the requirements
of chapter 7, if the conversion of a domestic corporation that is not a benefit
corporation into a business organization would result in the shares of any
voting group becoming, or being converted into or exchanged for the right to
receive, shares or interests in a business organization that is subject to law
that governs the internal affairs of the business organization that is
analogous to those in this chapter, the conversion must be approved by a
minimum status vote of the domestic corporation. However, if the conversion
would affect the shares of 1 or more, but not all, of the voting groups, a
minimum status vote is required only with respect to the shares in the voting
groups affected by the conversion.
(4) In addition to the requirements
of chapter 7, if the conversion of a benefit corporation into a business
organization would result in the shares of a voting group of the benefit
corporation becoming, or being converted into or exchanged for the right to
receive, shares or interests in a business organization that is not subject to
law that governs the internal affairs of the business organization that is
analogous to those in this chapter, the conversion must be approved by a
minimum status vote of the benefit corporation. However, if the conversion
would affect the shares of 1 or more, but not all, of the voting groups, a
minimum status vote is required only with respect to the shares in the voting
group affected by the conversion.
(5) In addition to the requirements
of chapter 7, if the conversion of a benefit corporation into a business
organization would result in the shares of a voting group of the benefit
corporation becoming, or being converted into or exchanged for the right to
receive, shares or interests in a business organization that is subject to law
that governs the internal affairs of the business organization that is
analogous to those in this chapter, the conversion does not require a minimum
status vote.
(6)
Notwithstanding anything to the contrary in this section, if a corporate action
would result in all shares of 1 or more voting groups being converted into the
right to receive cash or cash equivalents, approval of the transaction by a
minimum status vote of such voting group or groups is not required under this
section.
(7) As used in this section, "business organization"
means that term as defined in section 736.
Sec. 957. (1) The board of a benefit
corporation shall consider all of the following:
(a) The interests of the
shareholders.
(b) The separate interest of
stakeholders known to be affected by the conduct of the business of the
corporation.
(c) Each public benefit.
(2) A consideration made by a
director of a benefit corporation under subsection (1) in the discharge of the
director's duties does not constitute a violation of section 541a.
(3) A director who makes a business
judgment in good faith fulfills the director's duties under this section if the
director is not interested in the subject of the business judgment and is
informed with respect to the subject of the business judgment to the extent
that the director reasonably believes appropriate under the circumstances.
(4) A director of a benefit
corporation is not liable for monetary damages to the corporation, the
shareholders, or any person that claims to be a beneficiary of a public benefit
for a failure to fulfill a duty arising under this chapter or solely because
the director performed duties in compliance with this section.
(5) A director of a benefit
corporation does not have a duty to a person that is a beneficiary of a public
benefit arising from the status of the person as a beneficiary.
Sec. 959. (1) The duties of any director of a benefit corporation
arising under this chapter or any public benefit may be enforced only in a
benefit enforcement proceeding under this section. A person shall not bring an
action or assert a claim against a benefit corporation or its directors with
respect to the duties under this chapter of any directors of the benefit corporation
or any public benefit except in a benefit enforcement proceeding under this
section.
(2) A benefit enforcement proceeding
may be commenced or maintained only by 1 of the following:
(a) Directly, by the benefit
corporation.
(b) Derivatively, by any of the
following:
(i) A shareholder of the benefit corporation that owns
beneficially or of record, individually or collectively, as of the date the
benefit enforcement proceeding is instituted, either of the following:
(A) Not
less than 5% of the corporation's outstanding shares.
(B) If the shares of the benefit
corporation are listed on a national securities exchange, 5% of the
corporation's outstanding shares, or shares that have a market value of
$5,000,000.00, whichever is less.
(ii) Any other person specified in the articles of
incorporation or bylaws of the benefit corporation.
(3) A benefit corporation and its
directors are not liable for monetary damages under this chapter for any
failure of the benefit corporation to pursue or create a public benefit.
(4) An action against a director for
failure to perform a duty imposed under this chapter must be commenced not later than 3 years after the cause of action has
accrued, or not later than 2 years after the
time when the cause of action is discovered or should reasonably have been
discovered by the complainant, whichever occurs first.
Sec. 961. (1) A benefit corporation shall prepare an annual benefit
report that includes all of the following:
(a) A summary addressing the efforts
of the benefit corporation during the preceding year to pursue its public
benefits.
(b) The objectives that the board has
established for the corporation to pursue its public benefits.
(c) The standards that the board has
adopted to measure the corporation's progress in pursuing its public benefits.
(d) If the articles of incorporation
or bylaws require that the corporation use an independent third-party standard
in reporting on the corporation's progress in pursuing its public benefits, or
if the board has chosen to use a third-party standard, a summary of the
third-party standard.
(e) An assessment of the
corporation's success in meeting the objectives and standards under
subdivisions (b) and (c), and subdivision (d), as applicable, and the basis of
the assessment.
(2) Subject to subsection (3), a
benefit corporation shall, not later than 4 months after the end of the fiscal
year of the benefit corporation, deliver to each shareholder, or make available
and provide written notice of the availability to each shareholder, a copy of
the annual benefit report described in subsection (1).
(3) The benefit corporation may
distribute the annual benefit report described in subsection (1) by electronic
transmission or by making the annual benefit report available for electronic
transmission. If the annual benefit report is distributed electronically under
this subsection, the corporation must provide the annual benefit report in
written form, if requested by a shareholder.
(4) A shareholder that has not
received or been given access to an annual benefit report in the time described
in subsection (2) may make a written request that the corporation deliver or
make the annual benefit report available to the shareholder.
(5) If a benefit corporation subject
to a request under subsection (4) does not deliver or make the annual benefit
report available to the shareholders within 5
business days after receiving the request
under subsection (4), the requesting shareholder may petition the circuit court
of the county in which the corporation's principal place of business or
registered office is located for an order requiring the delivery of, or access
to, the annual benefit report.
(6) Except as otherwise provided in
subsection (7), a benefit corporation shall post its 3 most recent annual
benefit reports on the public portion of its website.
(7) If a benefit corporation does not
have a website, the benefit corporation shall provide
a copy of its most recent annual benefit report, without charge, to a person
that submits a written request to the benefit corporation for a copy of its
most recent annual benefit report.
(8) A benefit corporation shall
include a copy of its annual benefit report with the report it is required to
file with the administrator under section 911. A benefit corporation shall pay
a fee of $25.00 when the annual benefit report is delivered to the
administrator. The administrator's filing of a benefit report does not relate
to the validity or invalidity of the information contained in the annual
benefit report.
Sec. 1002. (1) A foreign corporation that
receives a certificate of authority under this act, until a certificate of
revocation or of withdrawal is issued under this act, has the same rights and
privileges as a domestic corporation organized for the purposes set forth described in
the application pursuant to for which the certificate of authority is issued.
Except as otherwise provided in this act, the corporation is subject to the
same duties, restrictions, penalties, and liabilities of a similar domestic corporation.
(2) This act does not authorize this state to regulate the
organization or internal affairs of a foreign corporation authorized to
transact business in this state.The law of the
jurisdiction of formation of a foreign corporation governs the internal affairs
of the foreign corporation.
(3) A foreign corporation is not precluded from receiving a certificate
of authority because of a difference between the law of the foreign corporation's
jurisdiction of formation and the law of this state.
Sec. 1060. (1) When delivering a document
described in this subsection to the administrator for filing, a person shall
pay the administrator whichever of the following fees apply to that document:
(a) Articles of a
domestic corporation, $10.00.
(b) Application of
a foreign corporation for a certificate of authority to transact business in
this state, $10.00.
(c) Amendment to
the articles of a domestic corporation, $10.00.
(d) Amended
application for a certificate of authority to transact business in this state,
$10.00.
(e) Certificate of
merger, conversion, or share exchange under chapter 7, $50.00.
(f) Certificate
attesting to the occurrence of a merger or conversion of a foreign corporation
under section 1021, $10.00.
(g) Certificate of
dissolution, $10.00.
(h) Application for
withdrawal and issuance of a certificate of withdrawal of a foreign
corporation, $10.00.
(i) Application for
reservation of corporate name, $10.00.
(j) Certificate of
assumed name or a certificate of termination of assumed name, $10.00.
(k) Statement of
change of registered office or resident agent, $5.00.
(l) Restated articles of domestic
corporations, $10.00.
(m) Certificate of
abandonment, $10.00.
(n) Certificate of
correction, $10.00.
(o) Certificate of
revocation of dissolution proceedings, $10.00.
(p) Certificate of
renewal of corporate existence, $10.00.
(q) For examining a
special report required by law, $2.00.
(r) Certificate of
registration of corporate name of a foreign corporation, $50.00.
(s) Certificate of
renewal of registration of corporate name of a foreign corporation, $50.00.
(t) Certificate of
termination of registration of corporate name of a foreign corporation, $10.00.
(u) Report required
under section 911, $15.00 if paid after September 30, 2027. Before October 1,
2027, the fee is $25.00.
(v) Certificate of validation under section 158, $50.00.
(2) The fees
described in subsection (1) are in addition to any franchise fees prescribed in
this act. The administrator shall not refund all or any part of a fee described
in this section.
(3) Except as
provided in subsection (9), the administrator shall deposit all fees received
and collected under this section in the state treasury to the credit of the
administrator, who may only use the money credited in accordance with
legislative appropriation and only in carrying out those duties of the
department required by law.
(4) The fees
described in this section apply to documents filed by a domestic or foreign
regulated investment company as that term is defined in section 1064.
(5) If any money
received by the administrator from fees paid under subsection (1)(u) is not
appropriated to the department in that fiscal year, the money remaining from
those fees reverts to the general fund of this state.
(6) A minimum
charge of $1.00 for each certificate and 50 cents per folio must be paid to the
administrator for certifying a part of a file or record pertaining to a
corporation if a fee for that service is not described in subsection (1). The
administrator may furnish copies of documents, reports, and papers required or
permitted by law to be filed with the administrator, and shall charge for those
copies the fee established in a schedule of fees adopted by the administrator
with the approval of the state administrative board. The administrator shall
retain the revenue collected under this subsection, and the department shall
use it to defray the costs for its copying and certifying services.
(7) If a domestic
or foreign corporation pays fees or penalties by check and the check is
dishonored, or by credit card and a chargeback is successful, the fee is unpaid
and the administrator shall rescind the filing of all related documents.
(8) The
administrator may accept a credit card in lieu instead of cash or check as payment of a fee under
this act. The administrator shall determine which credit cards the
administrator accepts for payment.
(9) The
administrator may charge a nonrefundable fee of not more than $50.00 for any
document submitted or certificate sent by facsimile or electronic transmission.
The administrator shall retain the revenue collected under this subsection and
the department shall use it to carry out its duties required by law.
(10) The
administrator shall waive any fee otherwise required under this section if a
majority of the shares of the domestic or foreign corporation responsible for
paying the fee are, and the corporation provides proof satisfactory to the
administrator that those shares are, held by 1 or more honorably discharged
veterans of the Armed Forces of the United States.