Bill Text: MI HB5290 | 2011-2012 | 96th Legislature | Introduced
Bill Title: Businesses; business corporations; processing of certificate to renew assumed name and fee; revise. Amends secs. 217 & 1060 of 1972 PA 284 (MCL 450.1217 & 450.2060).
Spectrum: Strong Partisan Bill (Republican 14-1)
Status: (Introduced - Dead) 2012-09-12 - Recommendation Concurred In [HB5290 Detail]
Download: Michigan-2011-HB5290-Introduced.html
HOUSE BILL No. 5290
January 26, 2012, Introduced by Reps. Hooker, Yonker, Hughes, Jenkins, Kurtz, Rendon, Gilbert, Potvin, Callton, Outman, Roy Schmidt, Goike, Haveman, MacGregor and Crawford and referred to the Committee on Commerce.
A bill to amend 1972 PA 284, entitled
"Business corporation act,"
by amending sections 217 and 1060 (MCL 450.1217 and 450.2060), as
amended by 2008 PA 402.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 217. (1) A domestic or foreign corporation may transact
business under any assumed name or names other than its corporate
name, if not precluded from use by section 212, by filing a
certificate stating the true name of the corporation and the
assumed name under which the business is to be transacted. The
certificate is effective, unless sooner terminated by filing a
certificate of termination or by the dissolution or withdrawal of
the corporation, for a period expiring on December 31 of the fifth
full
calendar year following the year in which it was filed. The
Subject to subsection (7), the certificate of assumed name may be
extended for additional consecutive periods of 5 full calendar
years each by filing similar certificates not earlier than 90 days
before the expiration of the initial or a subsequent 5-year period.
The administrator shall notify the corporation of the impending
expiration of the certificate of assumed name not later than 90
days before the expiration of the initial or a subsequent 5-year
period. A certificate of assumed name filed under this section does
not create substantive rights to the use of a particular assumed
name.
(2) The same name may be assumed by 2 or more corporations, or
by 1 or more corporations and 1 or more limited partnerships or
other enterprises participating together in a partnership or joint
venture. Each participant corporation shall file a certificate
under this section.
(3) A corporation participating in a merger, or any other
entity participating in a merger under section 736, may transfer to
the surviving entity the use of an assumed name for which a
certificate of assumed name is on file with the administrator
before the merger, if the transfer is noted in the certificate of
merger as provided in section 707(1)(g), 712(1)(c), or 736(7)(f),
or other applicable statute. The use of an assumed name transferred
under this subsection may continue for the remaining effective
period of the certificate of assumed name on file before the
merger, and the surviving entity may terminate or extend the
certificate of assumed name in accordance with subsection (1).
(4) A corporation surviving a merger may use as an assumed
name the corporate name of a merging corporation, or the name of
any other entity participating in the merger under section 736, by
filing a certificate of assumed name under subsection (1) or by
providing for the use of the name as an assumed name in the
certificate of merger. The surviving corporation also may file a
certificate of assumed name under subsection (1) or provide in the
certificate of merger for the use as an assumed name of an assumed
name of a merging entity not transferred under subsection (3). A
provision in a certificate of merger under this subsection shall be
treated as a new certificate of assumed name.
(5) A business organization into which a corporation has
converted under section 745 may use an assumed name of the
converting corporation, if the corporation has a certificate of
assumed name for that assumed name on file with the administrator
before the conversion, by providing for the use of the name as an
assumed name in the certificate of conversion. The use of an
assumed name under this subsection may continue for the remaining
effective period of the certificate of assumed name on file before
the conversion, and the surviving business organization may
terminate or extend the certificate of assumed name in the manner
described in subsection (1).
(6) A corporation into which 1 or more business organizations
have converted under section 746 may use as an assumed name the
name of any business organization converting into that corporation,
or use as an assumed name an assumed name of that business
organization, by filing a certificate of assumed name under
subsection (1) or by providing for the use of that name or assumed
name as an assumed name of the corporation in the certificate of
conversion. A provision in the certificate of conversion under this
subsection shall be treated as a new certificate of assumed name.
(7) If a corporation delivers a certificate to extend a
certificate of assumed name for filing before the beginning of the
90-day period described in subsection (1), the administrator may do
either of the following:
(a) Notify the corporation that it delivered the certificate
and fee before the administrator is authorized to file the
certificate and return the certificate and filing fee to the
corporation.
(b) Hold the certificate and fee, file the certificate, and
deposit the fee during the 90-day period described in subsection
(1).
Sec. 1060. (1) The fees a person shall pay to the
administrator when the documents described in this subsection are
delivered to him or her for filing are as follows:
(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 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 before
October 1, 2003 or after September 30, 2012. After September 30,
2003 and before October 1, 2012, the fee is $25.00.
(2) The fees described in subsection (1) are in addition to
any
franchise fees prescribed in this act. The Except as provided
in section 217(7), 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 pursuant to 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
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 shall revert
to the general fund of this state.
(6) A minimum charge of $1.00 for each certificate and 50
cents per folio shall 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, 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 of cash
or check as payment of a fee under this act. The administrator
shall determine which credit cards he or she shall accept for
payment.
(9) The administrator may charge a nonrefundable fee of up to
$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.
