Bill Text: MI SB0442 | 2017-2018 | 99th Legislature | Engrossed
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-Engrossed.html
SB-0442, As Passed Senate, November 1, 2017
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.