Bill Text: MI HB6216 | 2025-2026 | 103rd Legislature | Introduced
Bill Title: Businesses: limited liability companies; power of limited liability companies to spend in elections or ballot issues; revoke. TIE BAR WITH: HB 6217'26, HB 6218'26
Sponsorship: Partisan Bill (Democrat 11)
Status: (Introduced) 2026-07-14 - Bill Electronically Reproduced 07/03/2026 [HB6216 Detail]
Download: Michigan-2025-HB6216-Introduced.html
HOUSE BILL NO. 6216
A bill to amend 1993 PA 23, entitled
"Michigan limited liability company act,"
by amending sections 105, 210, 211, and 1008 (MCL 450.4105, 450.4210, 450.4211, and 450.5008), sections 105 and 210 as amended by 2002 PA 686 and section 211 as amended by 2010 PA 290, and by adding section 210a.
the people of the state of michigan enact:
Sec. 105. (1) If the administrator fails promptly to file a document submitted for filing under this act, the administrator, within 10 days after receipt from the person submitting the document for filing of a written request for the filing of the document, shall give to that person written notice of the refusal to file that states the reasons for the failure to file the document. If the document was originally submitted by electronic transmission, the administrator may give the written notice by electronic transmission.
(2) A person may seek judicial review of the administrator's decision under sections 103, 104, and 106 of the administrative procedures act of 1969, 1969 PA 306, MCL 24.303, 24.304, and 24.305.24.306.
(3) The administrator may revoke the certificate of authority of a foreign limited liability company to transact business in this state if the foreign limited liability company performs an act described in section 210a(2).
(4) (3) If the administrator refuses or revokes the authorization of a foreign limited liability company to transact business in this state pursuant to under this act, the foreign limited liability company may seek judicial review under sections 103, 104, and 106 of the administrative procedures act of 1969, 1969 PA 306, MCL 24.303, 24.304, and 24.305.24.306.
Sec. 210. Subject to the limitations provided in this act, including, but not limited to, section 210a, any other statute of this state, or its articles of organization, a limited liability company has all powers necessary or convenient to effect any purpose for which the company is formed, including all powers granted to corporations in the business corporation act, 1972 PA 284, MCL 450.1101 to 450.2098.
Sec. 210a. (1) Except as otherwise provided in subsection (3), a domestic limited liability company does not have any power to pay, contribute, or expend money or anything of value in support of, or in opposition to, a candidate, political party, political committee, or ballot question. The performance of an act described in this subsection by a domestic limited liability company is invalid and subject to disgorgement.
(2) Except as otherwise provided in subsection (3), a foreign limited liability company does not have any power, privilege, or right to pay, contribute, or expend money or anything of value in support of, or in opposition to, a candidate, political party, political committee, or ballot question in this state. The performance of an act described in this subsection by a foreign limited liability company is invalid and subject to disgorgement.
(3) Subsections (1) and (2) do not apply to either of the following:
(a) An existing contract, debt instrument, security, or other legal obligation validly entered into before the effective date of the amendatory act that added this section.
(b) A bona fide news story, commentary, or editorial distributed through the facilities of a broadcasting station or of any print, online, or digital newspaper, magazine, blog, or other periodical publication, unless the broadcasting, print, online, or digital facility is owned or controlled by a candidate, political party, or political committee.
(4) A domestic limited liability company that performs an act described in subsection (1) is subject to dissolution as provided in subsection (5). A foreign limited liability company that performs an act described in subsection (2) is subject to revocation of the foreign limited liability company's authority to transact business in this state as provided in section 105.
(5) The attorney general or the administrator may bring an action for any of the following:
(a) A declaration that the performance of an act is invalid under subsection (1) or (2).
(b) An order of disgorgement under subsection (1) or (2).
(c) An injunction against the performance of an act under subsection (1) or (2).
(d) An order of dissolution of a domestic limited liability company under subsection (4).
(6) As used in this section:
(a) "Ballot question" means that term as defined in section 2 of the Michigan campaign finance act, 1976 PA 388, MCL 169.202.
(b) "Candidate" means that term as defined in section 3 of the Michigan campaign finance act, 1976 PA 388, MCL 169.203.
(c) "Domestic limited liability company" and "foreign limited liability company" do not include a political committee.
(d) "Political committee" means a committee as that term is defined in section 3 of the Michigan campaign finance act, 1976 PA 388, MCL 169.203.
Sec. 211. An Except as otherwise provided in section 210a, an act of a limited liability company and a transfer of real or personal property to or by a limited liability company, otherwise lawful, is not invalid because the company was without capacity or power to do the act or make or receive the transfer. , except that However, the lack of capacity or power may be asserted in any of the following:
(a) In an action by a member against the company to enjoin the doing of an act or the transfer of real or personal property by or to the company.
(b) In an action by or in the right of the company to procure a judgment in its favor against an incumbent or former member or manager of the company for loss or damage due to an unauthorized act of that member or manager.
(c) In an action or special proceeding by the attorney general to dissolve the company or to enjoin it from the transaction of unauthorized business.
Sec. 1008. (1) Without excluding other activities that may not constitute transacting business in this state, a foreign limited liability company is not considered to be transacting business in this state, for the purposes of this act, because it is carrying on in this state any 1 or more of the following activities:
(a) Maintaining, defending, or settling any proceeding.
(b) Holding meetings of its members or carrying on any other activities concerning its internal affairs.
(c) Maintaining bank accounts.
(d) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability company's own securities or maintaining trustees or depositaries with respect to those securities.
(e) Selling through independent contractors.
(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
(g) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.
(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
(i) Owning, without more, real or personal property.
(j) Conducting an isolated transaction that is completed within 30 days and that is not 1 transaction in the course of repeated transactions of a like nature.
(k) Transacting business in interstate commerce.
(2) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process or taxation in this state or to regulation under any other law of this state.
(3) This section does not authorize a foreign limited liability company to perform an act described in section 210a(2).
Enacting section 1. This amendatory act does not take effect unless all of the following bills of the 103rd Legislature are enacted into law:
(a) Senate Bill No. ____ (request no. S05239'25) or House Bill No. 6218 (request no. H05239'25).
(b) Senate Bill No. ____ (request no. S05650'25) or House Bill No. 6217 (request no. H05650'25).
