Bill Text: MI SB0442 | 2017-2018 | 99th Legislature | Introduced

NOTE: There are more recent revisions of this legislation. Read Latest Draft

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Bill Title: Businesses; business corporations; general revisions to business corporation act; provide for. Amends secs. 131, 143, 151, 202, 217, 246, 282, 283, 286, 287, 288, 301, 302, 405, 407, 525, 611, 703a, 707, 746, 762, 764, 765, 778, 784, 922, 923, 1042, 1056 & 1060 of 1972 PA 284 (MCL 450.1131 et seq.).

Spectrum: Partisan Bill (Republican 1-0)

Status: (Passed) 2018-04-10 - Assigned Pa 0085'18 With Immediate Effect [SB0442 Detail]

Download: Michigan-2017-SB0442-Introduced.html

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SENATE BILL No. 442

 

 

June 8, 2017, Introduced by Senator KOWALL and referred to the Committee on Commerce.

 

 

     A bill to amend 1972 PA 284, entitled

 

"Business corporation act,"

 

by amending sections 131, 143, 151, 202, 217, 246, 282, 283, 286,

 

287, 288, 301, 302, 405, 407, 525, 611, 703a, 707, 746, 762, 764,

 

765, 778, 784, 922, 923, 1042, 1056, and 1060 (MCL 450.1131,

 

450.1143, 450.1151, 450.1202, 450.1217, 450.1246, 450.1282,

 

450.1283, 450.1286, 450.1287, 450.1288, 450.1301, 450.1302,

 

450.1405, 450.1407, 450.1525, 450.1611, 450.1703a, 450.1707,

 

450.1746, 450.1762, 450.1764, 450.1765, 450.1778, 450.1784,

 

450.1922, 450.1923, 450.2042, 450.2056, and 450.2060), sections 131

 

and 217 as amended and section 746 as added by 2008 PA 402, section

 

143 as amended by 2006 PA 47, sections 151, 407, and 525 as amended

 

by 2001 PA 57, sections 202, 405, 611, 703a, 762, and 784 as

 

amended and sections 282, 283, 286, 287, and 288 as added by 2012

 

PA 569, sections 246, 765, and 923 as amended by 1989 PA 121,

 

sections 301, 302, 707, and 1042 as amended by 1997 PA 118,

 

sections 764 and 922 as amended by 1993 PA 91, section 778 as

 

amended by 2013 PA 123, section 1056 as added by 1982 PA 407, and

 

section 1060 as amended by 2015 PA 66.

 

THE PEOPLE OF THE STATE OF MICHIGAN ENACT:

 

     Sec. 131. (1) A document required or permitted to be filed

 

under this act shall 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 or over the Internet. internet. Beginning January

 

1, 2007, the administrator shall accept delivery of documents

 

submitted by electronic mail or over the Internet.internet.

 

     (2) If a document submitted under subsection (1) substantially

 

conforms to the requirements of this act, the administrator shall

 

endorse upon it the word "filed" with his or her official title and

 

the date of receipt and of filing and shall file and index the

 

document or a photostatic, micrographic, photographic, optical disc

 

media, or other reproduced copy in his or her office. If requested

 

at the time of the delivery of the document to his or her office,

 

the administrator shall include the hour of filing in the

 

endorsement on the document.

 

     (3) The administrator shall may return the original or a copy

 

of a document filed under subsection (2) , other than an annual

 

report, or, at his or her discretion, the original, to the person

 

who that submitted it for filing. The administrator shall mark the

 

filing date on the copy or original before returning it or , if the

 

document was submitted by electronic mail or over the Internet, may

 

provide proof of the filing date to the person who 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 be open to reasonable

 

inspection by the public. The administrator may maintain records or

 

files either in their original form or in photostatic,

 

micrographic, photographic, optical disc media, or other reproduced

 

form.may maintain records or files in the form of reproductions

 

pursuant to 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 copies reproductions of any

 

documents filed under this act or any predecessor act by

 

photostatic, micrographic, photographic, optical disc media, or

 

other reproduced form pursuant to the records reproduction act,

 

1992 PA 116, MCL 24.401 to 24.406, and may destroy the originals of

 

the copied reproduced documents. A photostatic, micrographic,

 

photographic, optical disc media, or other 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 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 24

 

hours of the time 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 24

 

hours of the time the administrator receives the request, $100.00.

 

     Sec. 143. (1) If a notice or communication is required or

 

permitted by under this act to be given by mail, it shall be

 

mailed, except as otherwise provided in this act, to the person to

 

whom which it is directed at the address designated by him or her

 

the person for that purpose or, if none is designated, at his or

 

her 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. 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 be sent by registered, certified, or other first-class mail

 

except where unless otherwise provided in 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 by 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 who 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 60 days before the first delivery of any delivery

 

to a common address under this subsection, the corporation gives

 

notice to the shareholders who 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 by under this act to

 

be given in writing, electronic transmission is written notice.

 

     (4) If a notice or communication is permitted by under this

 

act to be transmitted electronically, the notice or communication

is given when electronically transmitted to the person that is

 

entitled to the notice or communication in a manner authorized by

 

the person.

 

     (5) As used in subsection (2), "address" means a street

 

address, post office box, electronic mail address for electronic

 

transmissions by electronic mail, or telephone facsimile number for

 

electronic transmissions by facsimile.

 

     (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. 151. (1) If the administrator fails to promptly file a

 

document, other than an annual report, submitted for filing under

 

this act, the administrator shall within 10 days after receipt of

 

receiving a written request to file the document from the person

 

submitting that submitted the document for filing give written

 

notice of the refusal failure to file the document to that person,

 

specifying the reasons for the refusal failure to file the

 

document. If the document was not originally submitted by

 

electronic transmission, the administrator shall not give the

 

written notice by electronic transmission. The administrator may

 

give written notice under this subsection by posting the notice on

 

the administrator's website; by sending the notice by mail to the

 

address provided by the person that submitted the document; or, if

 

the person that submitted the document has provided the

 

administrator with an electronic mail address, by sending the

 

notice to that electronic mail address. The person may seek

judicial review of the refusal to file the document pursuant to

 

under sections 103, 104, and 106 of the administrative procedures

 

act of 1969, 1969 PA 306, MCL 24.303, 24.304, and 24.306.

 

     (2) If the administrator refuses to authorize or revokes the

 

authorization of a foreign corporation to transact business in this

 

state pursuant to under this act, the foreign corporation may seek

 

judicial review pursuant to under sections 103, 104, and 106 of the

 

administrative procedures act of 1969, 1969 PA 306, MCL 24.303,

 

24.304, and 24.306.

 

     Sec. 202. The articles of incorporation shall 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), it is a sufficient compliance 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 may be formed under the business corporation

 

act, and all activities shall 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).

     (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 any class of shares is to be divided into 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 divide the class

 

of shares into series, 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) The 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. 217. (1) A Except as provided in section 212 or otherwise

 

prohibited by law, 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 that states the true name of the corporation

 

and the assumed name under which the business is to be transacted.

 

The A certificate of assumed name is effective, unless sooner

 

terminated by filing a certificate of termination or by the

 

dissolution or withdrawal of the corporation, for a period expiring

 

that expires on December 31 of the fifth full calendar year

 

following the year in which it was filed. The A 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. If authorized by the

 

corporation, the administrator may electronically transmit the

 

notice to the resident agent of the corporation. 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 that participates in a merger,

 

or any other entity participating that participates 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 under

 

subsection (1).

 

     (4) A corporation surviving that survives a merger may use as

 

an assumed name the corporate name of a merging corporation, or the

 

name of any other entity participating that participates 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 that is

 

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 that converted 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.

 

     Sec. 246. (1) The resident agent appointed by a corporation is

 

an agent of the corporation upon whom on which any process, notice,

 

or demand required or permitted by law to be served upon the

 

corporation may be served.

 

     (2) A person, If an individual, whether a resident or

 

nonresident of this state, who accepts election, appointment, or

 

employment as a director or officer of a corporation organized

 

formed under this act or in existence on the effective date of this

 

act, by the acceptance , is held to have appointed considered an

 

appointment of the resident agent of the corporation as his or her

 

agent upon whom on which process may be served while the person he

 

or she is a director or officer, in any action commenced in a court

 

of general jurisdiction in this state, arising out of or founded

upon on any action of the domestic corporation or of a person the

 

individual as a director or officer of the domestic corporation.

 

Upon After accepting service of process, the resident agent shall

 

promptly forward it to the director or officer at his or her last

 

known address.

 

     (3) The administrator may serve a notice described in

 

subsection (1) by electronically transmitting the notice to the

 

resident agent of the corporation in the manner authorized by the

 

corporation.

 

     Sec. 282. As used in this chapter:

 

     (a) "Licensed person" means an individual who is duly licensed

 

or otherwise legally authorized to practice a professional service

 

by a court, department, board, commission, or agency of this state

 

or another jurisdiction. The term includes an entity if all either

 

of the following is met:

 

     (i) All of its owners are licensed persons.

 

     (ii) The entity itself is licensed or otherwise legally

 

authorized to practice a professional service by a court,

 

department, board, commission, or agency of this state or another

 

jurisdiction.

 

     (b) "Professional service" means a type of personal service to

 

the public that requires that the provider obtain a license or

 

other legal authorization as a condition precedent to providing

 

that service. Professional service includes, but is not limited to,

 

services provided by a certified or other public accountant,

 

chiropractor, dentist, optometrist, veterinarian, osteopathic

 

physician, physician, surgeon, podiatrist, chiropodist, physician's

assistant, architect, professional engineer, land surveyor, or

 

attorney-at-law.

 

     Sec. 283. (1) Except as provided in this section, 1 or more

 

licensed persons may form a professional corporation under this

 

chapter.

 

     (2) Each Except as otherwise permitted under section 284(5) or

 

section 288(2), each shareholder of a professional corporation must

 

be a 1 of the following:

 

     (a) A licensed person in 1 or more of the professional

 

services provided by the professional corporation.

 

     (b) An entity that is directly or beneficially owned only by

 

persons that are licensed persons in 1 or more of the professional

 

services provided by the professional corporation.

 

     (3) Except as provided in this section or otherwise

 

prohibited, the articles of incorporation of a professional

 

corporation shall state that the professional corporation is formed

 

to provide 1 or more professional services and shall state the

 

specific professional service or services the professional

 

corporation is formed to provide.

 

     (4) The name of a professional corporation shall contain the

 

words "professional corporation" or the abbreviation "P.C." with or

 

without periods or other punctuation.

 

     Sec. 286. (1) If Subject to subsection (2), a person that is

 

any of the following shall within a reasonable period sever all

 

employment with and all direct and indirect financial interests in

 

a professional corporation:

 

     (a) An individual who is an officer, shareholder, agent, or

employee of a professional corporation becomes legally disqualified

 

to provide and who becomes legally disqualified with the result

 

that the individual is not a licensed person in at least 1 of the

 

professional services provided by the professional corporation. ,

 

or

 

     (b) An individual who is an officer, shareholder, agent, or

 

employee of a professional corporation, who accepts employment that

 

under existing law restricts or limits his or her authority to

 

continue providing those professional services, he or she shall

 

sever within a reasonable period all employment with and financial

 

interests in the professional corporation. and who is no longer

 

authorized to provide at least 1 of the professional services

 

provided by the professional corporation without those restrictions

 

or limitations.

 

     (c) A person that is an owner of an entity that is a

 

shareholder of a professional corporation and that becomes legally

 

disqualified with the result that the person is not a licensed

 

person in at least 1 of the professional services provided by the

 

professional corporation.

 

     (d) A person that is an entity that is a shareholder of a

 

professional corporation; that is itself licensed to provide 1 or

 

more professional services; and that becomes legally disqualified

 

with the result that it is not a licensed person in at least 1 of

 

the professional services provided by the professional corporation.

 

     (2) If a person described in subsection (1) regains status as

 

a licensed person in 1 or more of the professional services

 

provided by the professional corporation, or regains the legal

ability to provide 1 or more of the professional services provided

 

by the professional corporation, as applicable, within 90 days of

 

the event that caused the loss of that status, the person is not

 

required to sever employment with and financial interests in the

 

professional corporation.

 

     (3) A professional corporation's failure to require compliance

 

with this section is grounds for the forfeiture of its articles of

 

incorporation and its dissolution. If a professional corporation's

 

failure to comply with this section is brought to the attention of

 

the administrator, he or she shall notify the attorney general of

 

the failure and the attorney general may take appropriate action to

 

dissolve the professional corporation.

 

     Sec. 287. (1) A professional corporation shall not engage in

 

any business other than providing the professional service or

 

services for which it was specifically incorporated.

 

     (2) This chapter does not prohibit a professional corporation

 

from doing any of the following:

 

     (a) Investing its money in real estate, mortgages, stocks,

 

bonds, or any other type of investments.

 

     (b) Owning real or personal property necessary to provide a

 

professional service or services.

 

     (c) Becoming a partner in a partnership formed under the

 

uniform partnership act, 1917 PA 72, MCL 449.1 to 449.48, if the

 

partnership provides 1 or more of the same professional services as

 

the professional corporation.

 

     (d) Becoming a member or manager of a professional limited

 

liability company organized under or subject to chapter 9 of the

Michigan limited liability company act, 1993 PA 23, MCL 450.4901 to

 

450.4910, if the professional limited liability company provides 1

 

or more of the same professional services as the professional

 

corporation.

 

     (e) Becoming a shareholder in a professional corporation

 

governed by this chapter, if both professional corporations provide

 

1 or more of the same professional services.

 

     Sec. 288. (1) A professional corporation shall not issue any

 

of its capital stock to anyone other than an individual who is duly

 

licensed or otherwise legally authorized to provide the same

 

specific professional services as those for which the professional

 

corporation was incorporated. a person that is eligible to be a

 

shareholder of the professional corporation under section 283(2).

 

The uniform securities act, 1964 PA 265, MCL 451.501 to 451.818, or

 

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 not be sold or

 

transferred except to anyone other than a person who 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 shareholder 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 agreement that vests another person

 

with the authority to exercise the voting power of any or all of

 

his or her stock, unless that other person is duly licensed or

 

otherwise legally authorized to provide the same specific

 

professional services as those for which the professional

 

corporation was incorporated.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. 301. (1) A corporation may issue the number of shares

 

authorized in its articles of incorporation. The shares may be all

 

of 1 class or may be divided into 2 designated and issued in 1 or

 

more classes. Each class shall consist of shares having the

 

designations and relative voting, distribution, dividend,

 

liquidation, and other rights, preferences, and limitations,

 

consistent with this act, as stated in the articles of

 

incorporation. The articles of incorporation may deny, limit, or

 

otherwise prescribe the voting rights and may limit or otherwise

 

prescribe the distribution, dividend, or liquidation rights of

shares of any class.

 

     (2) If the shares are divided into 2 or more classes,

 

designated and issued in more than 1 class, the shares of each

 

class shall be designated to distinguish them from the shares of

 

the any other classes.

 

     (3) Subject to the designations, relative rights, preferences,

 

and limitations applicable to separate series within a class of

 

shares under section 302, each share shall be equal to every other

 

share of the same class.

 

     (4) Any of the voting, distribution, liquidation, or other

 

rights, preferences, or limitations of a class or series may be

 

made dependent upon facts or events ascertainable outside of the

 

articles of incorporation or the resolution of the board adopted

 

pursuant to under section 302(3), if the manner in which the facts

 

or events operate on the rights, preferences, or limitations is set

 

forth in the articles of incorporation or board resolution.

 

     Sec. 302. (1) If provided for in the articles of incorporation

 

or a board resolution adopted under subsection (3), a class of

 

shares may be divided into designated and issued in 1 or more

 

series. The shares of each series shall be designated to

 

distinguish them from the shares of the any other series and

 

classes.

 

     (2) Any series of any class and the variations in the relative

 

rights and preferences among different series may be prescribed by

 

established in the articles of incorporation.

 

     (3) If the articles of incorporation authorize the board, to

 

the extent that the articles of incorporation have not established

series and prescribed variations in the relative rights and

 

preferences among series, the board may divide any class into

 

classes or series of shares and established variations in the

 

relative rights and preferences among those classes or series, the

 

board by resolution may designate shares as 1 or more classes or

 

may designate a class into 1 or more series, and, within the

 

limitations set forth in the articles of incorporation, prescribe

 

may establish the relative rights and preferences of the shares of

 

any those classes or series.

 

     (4) A certificate containing the resolution of the board

 

establishing and designating the series and prescribing the

 

relative rights and preferences shall be filed, and when filed

 

shall constitute If the board adopts a resolution described in this

 

subsection, the corporation shall file a certificate that contains

 

the resolution of the board with the administrator. When filed, the

 

certificate described in this subsection is considered an amendment

 

to the articles of incorporation.

 

     (4) (5) Unless otherwise provided in the articles of

 

incorporation, the board may adopt and file an amendment of the

 

articles of incorporation eliminating a series of shares by

 

resolution may eliminate a class or series of shares or amend or

 

alter the relative rights and preferences or designations of a

 

class or series, if there are no outstanding shares of the class or

 

series, no outstanding shares or bonds convertible into shares of

 

the class or series, or other rights, options, or warrants issued

 

by the corporation that could require issuing shares of the class

 

or series. If the board adopts a resolution described in this

subsection, the corporation shall file a certificate that contains

 

the resolution of the board with the administrator. When filed, the

 

certificate described in this subsection is considered an amendment

 

to the articles of incorporation and has the effect of eliminating

 

from the articles of incorporation, or amending or altering, as

 

applicable, all matters included in the articles of incorporation

 

concerning the affected class or series of stock.

 

     (5) The filing of a certificate described in subsection (3) or

 

(4) or the filing of restated articles of incorporation does not

 

prohibit the board of directors from subsequently adopting a

 

resolution authorized under this section.

 

     Sec. 405. (1) Unless otherwise restricted by the articles of

 

incorporation or bylaws, a shareholder may participate in a meeting

 

of shareholders by a conference telephone or by other means of

 

remote communication through which all persons participating in the

 

meeting may communicate with the other participants. if all of the

 

following are met:

 

     (a) The use of the means of remote communication is authorized

 

by the board of directors in its sole discretion.

 

     (b) The means of remote communication meet the requirements of

 

subsection (4).

 

     (c) All participants shall be are advised of the means, if

 

any, of remote communication.

 

     (2) Participation in a meeting under this section constitutes

 

presence in person at the meeting.

 

     (3) Unless otherwise restricted by the articles of

 

incorporation or bylaws, the board of directors may hold a meeting

of shareholders conducted solely by means of remote communication.

 

     (4) Subject If authorized by the board of directors in its

 

sole discretion, and subject to any guidelines and procedures

 

adopted by the board of directors, shareholders and proxy holders

 

that are not physically present at a meeting of shareholders may

 

participate in the meeting by means of remote communication and are

 

considered present in person and may vote at the meeting if all of

 

the following are met:

 

     (a) The corporation implements reasonable measures to verify

 

that each person considered present and permitted to vote at the

 

meeting by means of remote communication is a shareholder or proxy

 

holder.

 

     (b) The corporation implements reasonable measures to provide

 

each shareholder and proxy holder a reasonable opportunity to

 

participate in the meeting and to vote on matters submitted to the

 

shareholders, including an opportunity to read or hear the

 

proceedings of the meeting substantially concurrently with the

 

proceedings.

 

     (c) If any shareholder or proxy holder votes or takes other

 

action at the meeting by means of remote communication, a record of

 

the vote or other action is maintained by the corporation.

 

     Sec. 407. (1) The articles of incorporation may provide that

 

any action required or permitted by under this act to be taken at

 

an annual or special meeting of shareholders may be taken without a

 

meeting, without prior notice, and without a vote, if consents in

 

writing, setting forth the action so taken, are signed by the

 

holders of outstanding shares having not less than that have at

least the minimum number of votes that would be necessary to

 

authorize or take the action at a meeting at which all shares

 

entitled to vote on the action were present and voted. A written

 

consent shall bear the date of signature of the shareholder who

 

that signs the consent. Written consents are not effective to take

 

corporate action unless within 60 days after the record date for

 

determining shareholders entitled to express consent to or to

 

dissent from a proposal without a meeting, written consents dated

 

not more than 10 days before the record date and signed by a

 

sufficient number of shareholders to take the action are delivered

 

to the corporation. Delivery shall be to the corporation's

 

registered office, its principal place of business, or an officer

 

or agent of the corporation having that has custody of the minutes

 

of the proceedings of its shareholders. Delivery made to a

 

corporation's registered office shall be by hand or by certified or

 

registered mail, return receipt requested. Prompt notice of the

 

taking of the corporate action without a meeting by less than

 

unanimous written consent shall be given to shareholders who that

 

would have been entitled to notice of the shareholder meeting if

 

the action had been taken at a meeting and who that have not

 

consented to the action in writing. If the action consented to

 

would have required filing of a certificate under any other section

 

of this act if the action had been voted upon on by shareholders at

 

a meeting of the shareholders, the certificate filed under the

 

other section shall state, in lieu of any statement required by the

 

under that section concerning a vote of shareholders, that both

 

written consent and written notice have been given as provided in

this section.

 

     (2) Any action required or permitted by under this act to be

 

taken at an annual or special meeting of shareholders may be taken

 

without a meeting, without prior notice, and without a vote, if

 

before or after the action all the shareholders entitled to vote

 

consent in writing. If the action consented to would have required

 

filing of a certificate under any other section of this act if the

 

action had been voted upon by shareholders at a meeting, the

 

certificate filed under the other section shall state, in lieu of

 

any statement required by the under that section concerning a vote

 

of shareholders, that written consent has been given as provided in

 

this section.

 

     (3) An electronic transmission consenting to an action

 

transmitted by a shareholder or proxy holder, or by a person

 

authorized to act for the shareholder or proxy holder, is written,

 

signed, and dated for the purposes of this section if the

 

electronic transmission is delivered with information from which

 

the corporation can determine that the electronic transmission was

 

transmitted by the shareholder or proxy holder, or by the person

 

authorized to act for the shareholder or proxy holder, and the date

 

on which the electronic transmission was transmitted. The date on

 

which an electronic transmission is transmitted is the date on

 

which the consent was signed for purposes of this section. A

 

consent given by electronic transmission is not delivered until

 

reproduced in paper form and the paper form delivered to the

 

corporation by delivery to its registered office in this state, its

 

principal place of business, or an officer or agent of the

corporation having that has custody of the book in which

 

proceedings of meetings of shareholders are recorded. Delivery to a

 

corporation's registered office shall be made by hand or by

 

certified or registered mail, return receipt requested. Delivery to

 

a corporation's principal place of business or to an officer or

 

agent of the corporation having that has custody of the book in

 

which proceedings of meetings of shareholders are recorded shall be

 

made by hand, by certified or registered mail, return receipt

 

requested, or in any other manner provided in the articles of

 

incorporation or bylaws or by resolution of the board of directors

 

of the corporation.

 

     (4) A person may execute a shareholder consent under this

 

section that directs that the shareholder consent will take effect

 

at a future time. All of the following apply for purposes of this

 

subsection:

 

     (a) The person may provide the direction through an agent or

 

in some other manner.

 

     (b) Subject to subdivision (c), the person shall select a

 

specific date on which the consent takes effect that is not more

 

than 60 days after the date the person provides the direction.

 

     (c) The person may direct that the consent will take effect at

 

the time a specified future event occurs rather than on a specific

 

date under subdivision (b), if that event will occur not more than

 

60 days after the date the person provides the direction.

 

     (d) The consent shall only take effect if the person is a

 

shareholder on the record date applicable to the consent under

 

section 412(2). A person is not required to be a shareholder at the

time the consent is executed or evidence of the direction is

 

provided to the corporation for the consent to take effect.

 

     (e) Unless otherwise provided in the direction, a direction is

 

revocable at any time before the consent becomes effective.

 

     (f) For the purposes of this section, if evidence of a

 

direction under this subsection is provided to the corporation and

 

is not revoked, the future time established in the direction is

 

considered the time the consent takes effect and is considered the

 

date of signature of the consent.

 

     Sec. 525. (1) Unless prohibited by the articles of

 

incorporation or bylaws, action required or permitted to be taken

 

under authorization voted at a meeting of the board or a committee

 

of the board, may be taken without a meeting if, before or after

 

the action, all members of the board then in office or of the

 

committee consent to the action in writing or by electronic

 

transmission. The written consents

 

     (2) A consent under this section shall be filed with the

 

minutes of the proceedings of the board or committee. The consent

 

has the same effect as a vote of the board or committee for all

 

purposes.

 

     (3) An individual may direct that a consent to an action of

 

the board or committee will take effect at a future time. All of

 

the following apply for purposes of this subsection:

 

     (a) The individual may provide the direction through an agent

 

or in some other manner.

 

     (b) Subject to subdivision (c), the individual shall select a

 

specific date on which the consent takes effect that is not more

than 60 days after the date he or she provides the direction.

 

     (c) The individual may direct that the consent will take

 

effect at the time a specified future event occurs rather than on a

 

specific date under subdivision (b), if that event will occur not

 

more than 60 days after the date he or she provides the direction.

 

     (d) The consent shall only take effect if the individual is a

 

director at the future time specified in the direction. An

 

individual is not required to be a director at the time the consent

 

is executed or evidence of the direction is provided to the

 

corporation for the consent to take effect.

 

     (e) Unless otherwise provided in the direction, a direction is

 

revocable at any time before the consent becomes effective.

 

     (f) For the purposes of this section, if evidence of a

 

direction under this subsection is provided to the corporation and

 

is not revoked, the future time established in the direction is

 

considered the time the consent takes effect.

 

     Sec. 611. (1) In addition to amendment under subsection (2) or

 

(3), subject to subsection (7), either of the following may amend

 

the articles of incorporation:

 

     (a) Before the first meeting of the board, the incorporators.

 

     (b) If the corporation has not yet issued shares or accepted

 

any written subscription for shares, the board of directors.

 

     (2) Unless the articles of incorporation provide otherwise,

 

subject to subsection (7), the board may without shareholder action

 

adopt 1 or more of the following amendments to the corporation's

 

articles of incorporation without shareholder action:to do any of

 

the following:

     (a) Extend the duration of the corporation if it was

 

incorporated at a time when limited duration was required by law.

 

     (b) Delete the names and addresses of the initial directors.

 

     (c) Delete the name and or address of the initial resident

 

agent or registered office, or both, if a statement of change that

 

contains the name of the current resident agent and the current

 

registered office is on file with the administrator.

 

     (d) Change each issued and unissued authorized share of an

 

outstanding class into a greater number of whole shares if the

 

corporation has only shares of that class outstanding.

 

     (e) Change the corporate name by substituting the word

 

"corporation", "incorporated", "company", "limited", or the

 

abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word

 

or abbreviation in the corporate name, or by adding, deleting, or

 

changing a geographical attribution for the corporate name.

 

     (f) Any Make any other change that this act expressly permits

 

without shareholder action.

 

     (3) Subject to subsection (7), any amendments of the articles

 

of incorporation that are not described in subsection (1) or (2),

 

except as otherwise provided in this act, shall be proposed by the

 

board and approved by the shareholders as provided in this section.

 

The board may condition its submission of the amendment to the

 

shareholders on any basis.

 

     (4) Notice of a meeting setting forth a proposed amendment to

 

the articles of incorporation or a summary of the changes the

 

proposed amendment will make shall be given to each shareholder of

 

record entitled to vote on the proposed amendment within the time

and in the manner provided in this act for giving notice of

 

meetings of shareholders.

 

     (5) At a meeting described in subsection (4), a vote of

 

shareholders entitled to vote shall be taken on the proposed

 

amendment to the articles of incorporation. The proposed amendment

 

is adopted if it receives the affirmative vote of a majority of the

 

outstanding shares entitled to vote on the proposed amendment and,

 

in addition, if any class or series of shares is entitled to vote

 

on the proposed amendment as a class, the affirmative vote of a

 

majority of the outstanding shares of that class or series. The

 

voting requirements of this section are subject to any higher

 

voting requirements provided in this act for specific amendments or

 

provided in the articles of incorporation.

 

     (6) The shareholders may act on any number of amendments to

 

the articles of incorporation at a meeting described in subsection

 

(4).

 

     (7) If an amendment to the articles of incorporation is made,

 

a certificate of amendment must be filed as provided in section

 

631.

 

     Sec. 703a. (1) A plan of merger or share exchange adopted by

 

the board of each constituent corporation shall, except as provided

 

in subsection (2)(e) and (f), subsections (2)(f) and (g) and (3),

 

be submitted for approval at a meeting of the shareholders.

 

     (2) All of the following apply to the approval of a plan of

 

merger or share exchange under this section:

 

     (a) The board must recommend the plan of merger or share

 

exchange to the shareholders, or, if an offer described in

subsection (3)(b) is made, recommend that the shareholders tender

 

their shares to the offeror in response to the offer, unless

 

section 529 applies or the board determines that because of

 

conflict of interest, events occurring after the board adopts the

 

plan, contractual obligations, or other special circumstances it

 

should make no recommendation.

 

     (b) If, because 1 or more of the exceptions described in

 

subdivision (a) apply, the board does not recommend the plan of

 

merger or share exchange to the shareholders, or recommends against

 

the plan of merger or share exchange, in either case because 1 or

 

more of the exceptions described in this subdivision apply, make a

 

recommendation described in subdivision (a), or the board

 

recommends that the shareholders vote against the plan of merger or

 

share exchange or recommends against a tender of shares by the

 

shareholders in response to an offer described in subsection

 

(3)(b), as applicable, the board must communicate to the

 

shareholders the basis for its decision.

 

     (c) (b) The board may condition its submission of the proposed

 

merger or share exchange on any basis.

 

     (d) (c) Notice of the shareholder meeting shall be given to

 

each shareholder of record, whether or not entitled to vote at the

 

meeting, within the time and in the manner provided in this act for

 

giving notice of meetings of shareholders. The notice shall include

 

or be accompanied by all of the following:

 

     (i) A copy or summary of the plan of merger or share exchange.

 

If a summary of the plan is given, the notice shall state that a

 

copy of the plan is available on request.

     (ii) A statement informing shareholders that are entitled to

 

dissent under section 762 that they have the right to dissent and

 

to be paid the fair value of their shares by complying with the

 

procedures set forth in sections 764 to 772.

 

     (e) (d) At the meeting, the shareholders shall vote on the

 

proposed plan of merger or share exchange. The plan is approved if

 

it receives the affirmative vote of the holders of a majority of

 

the outstanding shares of the corporation entitled to vote on the

 

plan, and if a class or series is entitled to vote on the plan as a

 

class, the affirmative vote of the holders of a majority of the

 

outstanding shares of the class or series. A class or series of

 

shares is entitled to vote as a class in the case of a merger, if

 

the plan of merger contains a provision that, if contained in a

 

proposed amendment to the articles of incorporation, would entitle

 

the class or series of shares to vote as a class, or, in the case

 

of a share exchange, if the class or series is included in the

 

exchange. A class or series of shares is not entitled to vote as a

 

class in the case of a merger or share exchange, if the board of

 

directors determines on a reasonable basis that the class or series

 

is to receive consideration under the plan of merger or share

 

exchange that has a fair value that is not less than the fair value

 

of the shares of the class or series on the date of adoption of the

 

plan.

 

     (f) (e) Except as provided in section 754 or unless required

 

by the articles of incorporation, action by the shareholders of the

 

surviving corporation on a plan of merger is not required if all of

 

the following apply:

     (i) The articles of incorporation of the surviving corporation

 

will not differ from its articles of incorporation before the

 

merger.

 

     (ii) Each shareholder of the surviving corporation whose

 

shares were outstanding immediately before the effective date of

 

the merger will hold the same number of shares, with identical

 

designations, preferences, limitations, and relative rights,

 

immediately after the merger.

 

     (g) (f) Except as provided in section 754, action by the

 

shareholders of the acquiring corporation on a plan of share

 

exchange is not required.

 

     (h) (g) A Except as provided in subsection (3), a plan of

 

merger or share exchange may provide for differing forms of

 

consideration for holders of shares in the same class based on the

 

election of the holders, the amount of shares held, or another

 

reasonable basis.

 

     (3) Unless the articles of incorporation provide otherwise,

 

approval of a plan of merger or share exchange by the shareholders

 

of a corporation that has a class of voting stock registered with

 

the Securities and Exchange Commission under section 12 of the

 

securities exchange act of 1934, 15 USC 78l, immediately before the

 

execution of the plan of merger or share exchange is not required

 

if all of the following are met:

 

     (a) The plan of merger or share exchange meets both of the

 

following:

 

     (i) It expressly permits or requires the merger or share

 

exchange to be effected under this subdivision.

     (ii) It expressly provides that, if the merger or share

 

exchange is to be effected under this subdivision, the merger or

 

share exchange will be effected as soon as practicable after

 

subdivision (f) is met.

 

     (b) Another party to the merger or share exchange, or a parent

 

of another party to the merger or share exchange, makes an offer to

 

purchase, on the terms provided in the plan of merger or share

 

exchange, any and all of the outstanding shares of the corporation

 

that would be entitled to vote on the plan or merger or share

 

exchange if this subdivision did not apply, except that the offer

 

may exclude shares of the corporation that are owned at the

 

commencement of the offer by the corporation, the offeror, or a

 

parent of the offeror or by any wholly owned subsidiary of the

 

corporation, offeror, or parent.

 

     (c) The offer discloses that the plan of merger or share

 

exchange provides that the merger or share exchange will be

 

effected as soon as practicable following the satisfaction of the

 

requirement set forth in subdivision (f) and that the shares of the

 

corporation that are not tendered in response to the offer will be

 

treated as set forth in subdivision (h).

 

     (d) The offer remains open for at least 20 business days or

 

for any other period that is required for tender offers under the

 

rules or regulations of the Securities and Exchange Commission

 

under section 14(e) of the securities exchange act of 1934, 15 USC

 

78n(e).

 

     (e) The offeror purchases all shares that are properly

 

tendered in response to the offer and not properly withdrawn.

     (f) Shares that meet any of the following are collectively

 

entitled to cast at least the minimum number of votes on the merger

 

or share exchange that, except for this subdivision, would be

 

required under this act and under the articles of incorporation of

 

the corporation for the approval of the merger or share exchange by

 

the shareholders and by any other voting group that is entitled to

 

vote on the merger or share exchange at a meeting at which all

 

shares entitled to vote on the approval were present and voted:

 

     (i) Are purchased by the offeror in accordance with the offer.

 

     (ii) Are otherwise owned by the offeror or by any parent or

 

wholly owned subsidiary of the offeror.

 

     (iii) Are subject to an agreement to be transferred,

 

contributed, or delivered to the offeror, any parent of the

 

offeror, or any wholly owned subsidiary of the offeror in exchange

 

for stock or other equity interests in that offeror, parent, or

 

subsidiary.

 

     (g) The offeror or a wholly owned subsidiary of the offeror

 

merges with or into, or effects a share exchange in which it

 

acquires shares of, the corporation.

 

     (h) Each outstanding share of each class or series of shares

 

of the corporation that the offeror is offering to purchase in

 

accordance with the offer, and that is not purchased in accordance

 

with the offer, is to be converted in the merger into, or into the

 

right to receive, or is to be exchanged in the share exchange for,

 

or for the right to receive, the same amount and kind of

 

securities, interests, obligations, rights, cash, or other property

 

to be paid or exchanged in accordance with the offer for each share

of that class or series of shares that is tendered in response to

 

the offer, except that shares of the corporation that are owned by

 

the corporation or that are described in subdivision (f)(ii) or

 

(iii) need not be converted into or exchanged for the consideration

 

described in this subparagraph.

 

     (4) As used in subsection (3):

 

     (a) "Offer" means the offer described in subsection (3)(b).

 

     (b) "Offeror" means a person that makes the offer.

 

     (c) "Parent" of an entity means a person that owns, directly

 

or indirectly, through 1 or more wholly owned subsidiaries, all of

 

the outstanding shares of or interests in that entity.

 

     (d) Shares tendered in response to an offer are considered to

 

have been "purchased" in accordance with the offer at the earliest

 

time as of which both of the following are met:

 

     (i) The offeror has irrevocably accepted those shares for

 

payment.

 

     (ii) One of the following is met, as applicable:

 

     (A) In the case of shares represented by certificates, the

 

offeror, or the offeror's designated depository or other agent, has

 

physically received the certificates representing those shares.

 

     (B) In the case of shares without certificates, those shares

 

have been transferred into the account of the offeror or its

 

designated depository or other agent, or an agent's message

 

relating to those shares has been received by the offeror or its

 

designated depository or other agent.

 

     (e) "Wholly owned subsidiary" of a person means an entity of

 

or in which that person owns, directly or indirectly, through 1 or

more wholly owned subsidiaries, all of the outstanding shares or

 

interests.

 

     Sec. 707. (1) After a plan of merger or share exchange is

 

approved, a certificate of merger or share exchange shall be

 

executed and filed on behalf of each corporation. The certificate

 

shall set forth the following:

 

     (a) In the case of a merger, the statements required by under

 

section 701(2)(a), (b), and (d), and the manner and basis of

 

converting shares of each constituent corporation as set forth in

 

the plan of merger.

 

     (b) In the case of a share exchange, the statement required by

 

under section 702(2)(a), and the manner and basis of exchanging the

 

shares to be acquired as set forth in the plan of exchange.

 

     (c) A statement that the plan of merger or share exchange has

 

been adopted by the boards in accordance with section 701 or 702.

 

     (d) A statement that the plan of merger or share exchange will

 

be furnished by the surviving or acquiring corporation, on request

 

and without cost, to any shareholder of any constituent

 

corporation.

 

     (e) If approval of the shareholders of 1 or more corporations

 

party to the merger or share exchange was required, a statement

 

that the plan was approved by the shareholders in accordance with

 

section 703a. If a plan of merger or share exchange is adopted

 

without the vote of shareholders under section 703a(3), a statement

 

that the plan of merger or share exchange has been adopted under

 

section 703a(3) and that the conditions specified in that section

 

have been satisfied.

     (f) In the case of a merger governed by section 706, a

 

statement that the merging corporation has not commenced business,

 

has not issued any shares, and has not elected a board , and that

 

the plan of merger was approved by the unanimous consent of the

 

incorporators.

 

     (g) A statement of any assumed names of merging corporations

 

transferred to the surviving corporation as authorized by under

 

section 217(3), specifying each transferred assumed name and the

 

name of the corporation from which it is transferred. The

 

certificate may include a statement of corporate names or assumed

 

names of merging corporations that are to be treated as newly filed

 

assumed names of the surviving corporation pursuant to under

 

section 217(4).

 

     (2) The Section 131 applies in determining when a certificate

 

of merger or share exchange shall become under this section becomes

 

effective. in accordance with section 131.

 

     Sec. 746. (1) A business organization may convert into a

 

domestic corporation if all of the following requirements are

 

satisfied:

 

     (a) The conversion is permitted by the law that governs the

 

internal affairs of the business organization and the business

 

organization complies with that law in converting.

 

     (b) The business organization proposing to convert into a

 

domestic corporation adopts a plan of conversion that includes all

 

of the following:

 

     (i) The name of the business organization, the type of

 

business organization that is converting, identification of the

statute that governs the internal affairs of the business

 

organization, the name of the surviving domestic corporation into

 

which the business organization is converting, the street address

 

of the surviving domestic corporation, and the principal place of

 

business of the surviving domestic corporation.

 

     (ii) A description of all of the ownership interests in the

 

business organization, specifying the interests entitled to vote,

 

any rights those interests have to vote collectively or as a class,

 

and if the ownership interests are 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 ownership

 

interests of the business organization into shares or obligations

 

of the surviving domestic corporation, 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 articles and bylaws that

 

are to govern the surviving domestic corporation.

 

     (v) Any other provisions with respect to the proposed

 

conversion that the business organization considers necessary or

 

desirable.

 

     (b) (c) If a plan of conversion is adopted by the business

 

organization, under subdivision (b), the plan of conversion is

 

submitted for approval in the manner required by the law governing

 

the internal affairs of that business organization.

     (c) (d) After the plan of conversion is approved under

 

subdivisions (b) and (c), conversion is approved in accordance with

 

the law that governs the internal affairs of the business

 

organization, the business organization files a certificate of

 

conversion with the administrator. The certificate of conversion

 

shall include all of the following:

 

     (i) All of the information described in subdivision (b)(i) and

 

(ii) and the manner and basis of converting the ownership interests

 

of the business organization contained in the plan of conversion.

 

The name of the business organization, the type of business

 

organization that is converting, identification of the statute that

 

governs the internal affairs of the business organization, the name

 

of the surviving domestic corporation into which the business

 

organization is converting, the street address of the surviving

 

domestic corporation, and the principal place of business of the

 

surviving domestic corporation.

 

     (ii) A statement that the business organization has, adopted

 

the plan of conversion under subdivision (c).in connection with the

 

conversion, complied with the law that governs the internal affairs

 

of the business organization.

 

     (iii) A statement that the surviving business corporation will

 

furnish a copy of the plan of conversion, on request and without

 

cost, to any owner of the business organization.

 

     (iii) (iv) A statement specifying each assumed name of the

 

business organization to be used by the surviving domestic

 

corporation and authorized under section 217(6).

 

     (iv) (v) Articles of incorporation for the surviving domestic

corporation that meet all of the requirements of this act

 

applicable to articles of incorporation.

 

     (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 business organization converts into the surviving

 

domestic corporation. Except as otherwise provided in this section,

 

the surviving domestic corporation is organized under and subject

 

to this act.

 

     (b) The surviving domestic corporation has all of the

 

liabilities of the business organization. The conversion of the

 

business organization into a domestic corporation under this

 

section shall not be considered to affect any obligations or

 

liabilities of the business organization incurred before the

 

conversion or the personal liability of any person incurred before

 

the conversion, and the conversion shall not be considered to

 

affect the choice of law applicable to the business organization

 

with respect to matters arising before the conversion.

 

     (c) The title to all real estate and other property and rights

 

owned by the business organization remain vested in the surviving

 

domestic corporation without reversion or impairment. The rights,

 

privileges, powers, and interests in property of the business

 

organization, as well as the debts, liabilities, and duties of the

 

business organization, shall not be considered, as a consequence of

 

the conversion, to have been transferred to the surviving domestic

 

corporation to which the business organization has converted for

any purpose of the laws of this state.

 

     (d) The surviving domestic corporation may use the name and

 

the assumed names of the business organization if the filings

 

required under section 217(6) or any other applicable statute are

 

made and the laws regarding use and form of names are followed.

 

     (e) A proceeding pending against the business organization may

 

be continued as if the conversion had not occurred, or the

 

surviving domestic corporation may be substituted in the proceeding

 

for the business organization.

 

     (f) The surviving domestic corporation is considered to be the

 

same entity that existed before the conversion and is considered to

 

be organized on the date that the business organization was

 

originally organized.

 

     (g) The ownership interests of the business organization that

 

were to be converted into shares or obligations of the surviving

 

domestic corporation or into cash or other property are converted.

 

     (h) Unless otherwise provided in a plan of conversion adopted

 

in accordance with this section, under the law that governs the

 

internal affairs of the business organization, the business

 

organization 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

 

business organization.

 

     Sec. 762. (1) A shareholder is entitled to dissent from, and

 

obtain payment of the fair value of his, her, or its shares in the

 

event of, any of the following corporate actions:

 

     (a) Consummation of a plan of merger to which the corporation

is a party if shareholder any of the following are met:

 

     (i) Shareholder approval is required for the merger under

 

section 703a or 736(5) or the articles of incorporation and the

 

shareholder is entitled to vote on the merger. , or the

 

     (ii) Shareholder approval would be required if section 703a(3)

 

did not apply and the shareholder is a shareholder on the date of

 

the offer under section 703a(3).

 

     (iii) The corporation is a subsidiary that is merged with its

 

parent under section 711.

 

     (b) Consummation of a plan of share exchange to which the

 

corporation is a party as the corporation whose shares will be

 

acquired, if the shareholder is either of the following are met:

 

     (i) The shareholder is entitled to vote on the plan.

 

     (ii) The shareholder would be entitled to vote on the plan if

 

section 703a(3) did not apply and the shareholder is a shareholder

 

on the date of the offer under section 703a(3).

 

     (c) Consummation of a sale or exchange of all, or

 

substantially all, of the property of the corporation other than in

 

the usual and regular course of business, if the shareholder is

 

entitled to vote on the sale or exchange, including a sale in

 

dissolution but not including a sale pursuant to court order.

 

     (d) Consummation of a plan of conversion to which the

 

corporation is a party as the corporation that is being converted,

 

if the shareholder is entitled to vote on the plan. However, any

 

rights provided under this section are not available if that

 

corporation is converted into a foreign corporation and the

 

shareholder receives shares that have terms as favorable to the

shareholder in all material respects, and represent at least the

 

same percentage interest of the total voting rights of the

 

outstanding shares of the corporation, as the shares held by the

 

shareholder before the conversion.

 

     (e) An amendment of the articles of incorporation giving rise

 

to that creates a right to dissent under section 621.

 

     (f) A transaction giving rise to that creates a right to

 

dissent under section 754.

 

     (g) Any corporate action taken pursuant to a shareholder vote

 

to the extent the articles of incorporation, bylaws, or a

 

resolution of the board provides that voting or nonvoting

 

shareholders are entitled to dissent and obtain payment for their

 

shares.

 

     (2) Unless otherwise provided in the articles of

 

incorporation, bylaws, or a resolution of the board, a shareholder

 

may not dissent from any of the following:

 

     (a) Any corporate action set forth in subsection (1)(a) to (f)

 

as to shares that are listed on a national securities exchange or

 

designated as a national market system security on an interdealer

 

quotation system by the national association of securities dealers,

 

on the record date fixed to vote on the corporate action or on the

 

date the resolution of the parent corporation's board is adopted in

 

the case of a merger under section 711 that does not require a

 

shareholder vote under section 713. For purposes of this

 

subdivision, "national securities exchange" includes the NASDAQ

 

Global Select Market and the NASDAQ Global Market, but does not

 

include the NASDAQ Capital Market, formerly known as the NASDAQ

SmallCap Market.

 

     (b) A transaction described in subsection (1)(a) in which

 

shareholders receive cash, shares that satisfy the requirements of

 

subdivision (a) on the effective date of the merger, or any

 

combination of cash and those shares.

 

     (c) A transaction described in subsection (1)(b) in which

 

shareholders receive cash, shares that satisfy the requirements of

 

subdivision (a) on the effective date of the share exchange, or any

 

combination of cash and those shares.

 

     (d) A transaction described in subsection (1)(c) that is

 

conducted pursuant to a plan of dissolution providing that provides

 

for distribution of substantially all of the corporation's net

 

assets to shareholders in accordance with their respective

 

interests within 1 year after the date of closing of the

 

transaction, if the transaction is for cash, shares that satisfy

 

the requirements of subdivision (a) on the date of closing, or any

 

combination of cash and those shares.

 

     (e) A transaction described in subsection (1)(d) in which

 

shareholders receive cash, shares that satisfy the requirements of

 

subdivision (a) on the effective date of the conversion, or any

 

combination of cash and those shares.

 

     (3) A shareholder that is entitled to dissent and obtain

 

payment for shares under subsection (1)(a) to (f) may not challenge

 

the corporate action creating that creates that entitlement unless

 

the action is unlawful or fraudulent with respect to the

 

shareholder or the corporation.

 

     (4) A shareholder that exercises a right to dissent and seek

payment for shares under subsection (1)(g) may not challenge the

 

corporate action creating that creates that entitlement unless the

 

action is unlawful or fraudulent with respect to the shareholder or

 

the corporation.

 

     Sec. 764. (1) If a proposed corporate action creating that

 

creates dissenters' rights under section 762 is submitted to a vote

 

at a shareholders' meeting, the meeting notice must state that

 

shareholders are or may be entitled to assert dissenters' rights

 

under this act and shall be accompanied by a copy of sections 761

 

to 774.

 

     (2) If Except as provided in subsection (3), if a corporate

 

action creating that creates dissenters' rights under section 762

 

is taken without a vote of shareholders, the corporation shall

 

notify in writing all shareholders that are entitled to assert

 

dissenters' rights that the action was taken and send them the

 

dissenters' notice described in section 766. A shareholder who that

 

consents to the corporate action is not entitled to assert

 

dissenters' rights.

 

     (3) If a corporate action creates dissenters' rights under

 

section 762(1)(a)(ii) or (b)(ii), an offer made under section

 

703a(3) must state that shareholders are or may be entitled to

 

assert dissenters' rights under this act and be accompanied by a

 

copy of sections 761 to 774 and the dissenters' notice described in

 

section 766.

 

     Sec. 765. (1) If a proposed corporate action creating that

 

creates dissenters' rights under section 762 is submitted to a vote

 

at a shareholders' meeting, a shareholder who that wishes to assert

dissenters' rights must deliver to the corporation before the vote

 

is taken written notice of his, or her, or its intent to demand

 

payment for his, or her, or its shares if the proposed action is

 

effectuated and must not vote his, or her, or its shares in favor

 

of the proposed action.

 

     (2) If a corporate action creates dissenters' rights under

 

section 762(1)(a)(ii) or (b)(ii), a shareholder that wishes to

 

assert dissenters' rights must deliver to the corporation before

 

the shares are purchased pursuant to the offer written notice of

 

his, her, or its intent to demand payment for his, her, or its

 

shares if the proposed action is taken and must not tender, or

 

cause or permit to be tendered, any shares in response to the

 

offer.

 

     (3) (2) A shareholder who that does not satisfy the

 

requirements of subsection (1) or (2), as applicable, is not

 

entitled to payment for his, or her, or its shares under this act.

 

     Sec. 778. (1) "Equity security" means any 1 of the following:

 

     (a) Any stock or similar security, certificate of interest, or

 

participation in any profit sharing agreement, voting trust

 

certificate, or voting share.

 

     (b) Any security that is convertible, with or without

 

consideration, into an equity security, or any warrant or other

 

security that carries any right to subscribe to or purchase an

 

equity security.

 

     (c) Any put, call, straddle, or other option or privilege of

 

buying an equity security from or selling an equity security to

 

another person without being bound to do so.

     (2) Subject to subsection (3), "interested shareholder" means

 

any person, other than the corporation or any subsidiary, that is

 

either of the following:

 

     (a) The beneficial owner, directly or indirectly, of 10% or

 

more of the voting power of the outstanding voting shares of the

 

corporation.

 

     (b) An affiliate of the corporation and at any time within the

 

2-year period immediately before the date in question was the

 

beneficial owner, directly or indirectly, of 10% or more of the

 

voting power of the then outstanding voting shares of the

 

corporation.

 

     (3) Both of the following apply for the purpose of determining

 

whether a person is an interested shareholder under subsection

 

(2)(a) or (b):

 

     (a) The number of shares of voting shares considered to be

 

outstanding includes all voting shares that are owned by the person

 

except for those shares that are issuable under any agreement,

 

arrangement, or understanding, or on the exercise of conversion

 

rights, warrants or options, or otherwise.

 

     (b) Voting shares acquired by the person from the corporation

 

or acquired in a public offering by or on behalf of the

 

corporation, whether acquired before or after the effective date of

 

the amendatory act that added this subdivision, Whether acquired

 

before or after the effective date of the 2017 amendatory act that

 

amended this subdivision, voting shares that meet any of the

 

following are not considered to be outstanding or beneficially

 

owned by that a person, unless the corporation determines otherwise

by a resolution of the board adopted before the person acquired

 

those voting shares: .

 

     (i) Are acquired by the person from the corporation.

 

     (ii) Are acquired by the person in a public offering by or on

 

behalf of the corporation.

 

     (iii) In a transaction described in section 703a(3), are

 

acquired by the person in an offer described in section 703a(3).

 

     (4) "Market value" means either of the following:

 

     (a) With respect to shares, the highest closing sale price

 

during the 30-day period immediately preceding the date in question

 

of a share that is listed on any of the following:

 

     (i) The composite tape for New York stock exchange—listed

 

Stock Exchange-listed securities.

 

     (ii) If not listed under subparagraph (i), the New York stock

 

exchange.Stock Exchange.

 

     (iii) If not listed under subparagraph (i) or (ii), the

 

principal United States security exchange registered under the

 

securities exchange act of 1934, 15 USC 78a to 78pp.

 

     (iv) If not listed under subparagraph (i), (ii), or (iii), the

 

highest closing bid quotation during the 30-day period preceding

 

the date in question as listed on the national association of

 

securities dealers, inc. automated quotations system or any other

 

system then in use.

 

     (iv) (v) If a listing is not available under subparagraphs (i)

 

to (iv), (iii),the fair market value of the shares, on the date in

 

question, as determined in good faith by the corporation's board of

 

directors.

     (b) With respect to property other than cash or shares, the

 

fair market value of the property on the date in question, as

 

determined in good faith by the corporation's board of directors.

 

     (5) "Subsidiary" means a legal entity of which a majority of

 

the voting shares are owned, directly or indirectly, by another

 

person.

 

     Sec. 784. (1) Unless a corporation's articles of incorporation

 

provide otherwise, the requirements of section 780 do not apply to

 

any business combination of any of the following:

 

     (a) A corporation that does not have a class of voting stock

 

registered with the securities and exchange commission Securities

 

and Exchange Commission pursuant to section 12 of the securities

 

exchange act of 1934, 15 USC 78l.

 

     (b) A corporation whose original articles of incorporation

 

contain a provision or whose shareholders adopt an amendment to the

 

articles of the corporation after May 29, 1984 by a vote of not

 

less than at least 90% of the votes of each class of stock entitled

 

to be cast by the shareholders of the corporation and not less than

 

at least 2/3 of the votes of each class of stock entitled to be

 

cast by the shareholders of the corporation other than voting

 

shares beneficially owned by interested shareholders of the

 

corporation, that expressly elects not to be governed by this

 

chapter.

 

     (c) An investment company that is registered under the

 

investment company act of 1940, 15 USC 80a-1 to 80a-64.

 

     (2) For purposes of subsection (1)(a), all shareholders of a

 

corporation that have executed an agreement to which the

corporation is an executing party that governs the purchase and

 

sale of shares of the corporation or a voting trust agreement that

 

governs shares of the corporation are considered a single

 

beneficial owner of the shares covered by the agreement.

 

     Sec. 922. (1) If a domestic corporation neglects or refuses to

 

file any an annual report or pay any an annual filing fee or a

 

penalty added to the fee required by law, and the neglect or

 

refusal continues for a period of 2 years from the date on which

 

the annual report or filing fee was due, the corporation shall be

 

is automatically dissolved 60 days after the expiration of the 2-

 

year period. The administrator shall notify the corporation of the

 

impending dissolution not later than 90 days before the 2-year

 

period has expired. expires. Until a corporation has been is

 

dissolved, it is entitled to issuance by the administrator, upon on

 

request, of a certificate of good standing setting forth that it

 

has been is validly incorporated as a domestic corporation and that

 

it is validly in existence under laws of this state.

 

     (2) If a foreign corporation neglects or refuses for 1 year to

 

file the an annual report or pay the an annual filing fee or a

 

penalty added to the fee required by law, its certificate of

 

authority is subject to revocation in accordance with section 1042.

 

Until revocation of its certificate of authority, or its withdrawal

 

from this state or termination of its existence, the foreign

 

corporation is entitled to issuance by the administrator, upon on

 

request, of a certificate of good standing setting forth that it

 

has been is validly authorized to transact business in this state

 

and that it holds a valid certificate of authority to transact

business in this state.

 

     (3) The administrator may electronically transmit a

 

notification of impending dissolution described in subsection (1)

 

to the resident agent of the corporation in the manner authorized

 

by the corporation.

 

     Sec. 923. (1) If good cause is shown, the administrator may

 

extend the time for filing a report for not more than 1 year from

 

the due date of the filing.

 

     (2) The administrator may report promptly to the attorney

 

general any failure or neglect under sections violation of section

 

921, 922, 931, and or 932, and the attorney general may bring an

 

action for imposition of the prescribed penalties. If a domestic or

 

foreign corporation neglects or refuses to file its report within

 

the time prescribed by under this act, the administrator shall

 

notify the corporation of that fact by mail directed to its

 

registered office not later than 90 days after the due date of the

 

filing.

 

     (3) The administrator may electronically transmit a

 

notification described in subsection (2) to the resident agent of

 

the corporation in the manner authorized by the corporation.

 

     Sec. 1042. (1) The administrator shall revoke a certificate of

 

authority of a foreign corporation only if he or she has given the

 

foreign corporation not less than at least 90 days' notice, by mail

 

or by electronic transmission under subsection (2), that a default

 

under section 1041 exists and that he or she will revoke its

 

certificate of authority will be revoked unless the default is

 

cured within 90 days after the notice is mailed or electronically

transmitted, and the corporation fails within 90 days the 90-day

 

period to cure the default.

 

     (2) The notice shall be sent by first class mail to the

 

corporation at its registered office in this state.The

 

administrator may electronically transmit a notice described in

 

subsection (1) to the resident agent of the corporation in the

 

manner authorized by the corporation.

 

     (3) Upon revoking If he or she revokes a certificate of

 

authority under this section, the administrator shall issue a

 

certificate of revocation and mail a copy to the corporation at its

 

registered office in this state.shall mail, or, if authorized by

 

the corporation, may electronically transmit, a copy of the

 

certificate of revocation to the resident agent of the corporation.

 

     (4) Issuing the certificate of revocation has the same force

 

and effect as issuing a certificate of withdrawal under section

 

1031.

 

     Sec. 1056. (1) Any foreign corporation that is not authorized

 

to transact business in this state and is not required to be

 

authorized to transact business in this state may register its

 

corporate name under this act, if permissible under section 212.

 

     (2) Registration shall be made A foreign corporation shall

 

register its corporate name under this section by filing all of the

 

following in the office of the administrator:

 

     (a) An application for registration executed on behalf of the

 

corporation, setting forth that includes the name and the mailing

 

address of the corporation, the jurisdiction of its incorporation,

 

the date of its incorporation, a statement that it is carrying on

or doing business, and a brief statement of the business in which

 

it is engaged.

 

     (b) A certificate that is dated not earlier than 30 days

 

before filing of the application, setting forth stating that the

 

corporation is in good standing under the laws of the jurisdiction

 

of its incorporation, executed by the office of the jurisdiction

 

which that has custody of the records pertaining to corporations.

 

     (3) Unless sooner terminated by the filing of a certificate of

 

termination, the registration shall be of the corporate name of a

 

foreign corporation is effective until the close of the calendar

 

year in which the application for registration is filed. However,

 

registrations a registration filed after September 30 of a year

 

shall expire expires at the end of the following calendar year. The

 

administrator shall notify the corporation of the impending

 

expiration not later than at least 90 days before the expiration of

 

the registration. The administrator may electronically transmit the

 

notification to the resident agent of the corporation in the manner

 

authorized by the corporation. A foreign corporation which that has

 

in effect a registration of its corporate name may renew the

 

registration from year to year by filing annually an application

 

for renewal and a certificate of good standing as required for the

 

original registration. A renewal application may be filed between

 

October 1 and December 31 in each year, and shall extend the

 

registration for the following calendar year.

 

     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: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, 2019. Before October 1, 2019, the fee is $25.00.

 

     (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 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, 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 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.

 

     (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 Armed Forces of the United States.

 

     Enacting section 1. This amendatory act takes effect 90 days

 

after the date it is enacted into law.