Bill Text: MI SB1085 | 2025-2026 | 103rd Legislature | Introduced
Bill Title: Businesses: business corporations; power of corporations to spend in elections or ballot issues; revoke. TIE BAR WITH: SB 1086'26, SB 1087'26
Sponsorship: Partisan Bill (Democrat 9)
Status: (Introduced) 2026-07-02 - Senate Co-sponsor(s) Named: Mallory Mcmorrow [SB1085 Detail]
Download: Michigan-2025-SB1085-Introduced.html
SENATE BILL NO. 1085
A bill to amend 1972 PA 284, entitled
"Business corporation act,"
by amending sections 261, 271, 821, 1012, and 1041 (MCL 450.1261, 450.1271, 450.1821, 450.2012, and 450.2041), section 261 as amended by 2006 PA 68, section 821 as amended by 1989 PA 121, section 1012 as amended by 1993 PA 91, and section 1041 as amended by 2012 PA 569, and by adding section 261a.
the people of the state of michigan enact:
Sec. 261. A corporation, subject to any limitation provided in this act, including, but not limited to, section 261a, in any other statute of this state, or in its articles of incorporation, shall have has the power in furtherance of its corporate purposes to do all of the following:
(a) Have perpetual duration.
(b) Sue and be sued in all courts and participate in actions and proceedings, judicial, administrative, arbitrative, or otherwise, in the same manner as natural persons.an individual.
(c) Have a corporate seal, and alter the seal, and use it by causing it or a facsimile to be affixed, impressed, or reproduced in any other manner.
(d) Adopt, amend, or repeal bylaws, including emergency bylaws, relating to the business of the corporation, the conduct of its affairs, its rights and powers and the rights and powers of its shareholders, directors, or officers.
(e) Elect or appoint officers, employees, and other agents of the corporation, prescribe their duties, fix their compensation and the compensation of directors, and indemnify corporate directors, officers, employees, and agents.
(f) Purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with, real or personal property, or an interest in real or personal property, wherever situated.
(g) Sell, convey, lease, exchange, transfer, or otherwise dispose of, or mortgage or pledge, or create a security interest in, any of its property or an interest in its the property, wherever situated.
(h) Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer or otherwise dispose of, mortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares or other securities or interests issued by others, whether engaged in similar or different business, governmental, or other activities, including banking corporations or trust companies. A corporation organized or transacting business in this state under this act shall not guarantee or become surety upon on a bond or other undertaking securing the deposit of public money.
(i) Make contracts, give guarantees and incur liabilities, borrow money at rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property or an interest in its the property, wherever situated. This power shall include These powers include the power to give guarantees that are necessary or convenient to the conduct, promotion, or attainment of the business of any of the following corporations, whether or not subject to this act, and domestic or foreign limited liability companies, and those guarantees shall be are considered to be in furtherance of the corporate purposes of the contracting corporation:
(i) All of the outstanding shares or interests of which are owned, directly or indirectly, by the contracting corporation.
(ii) A corporation or limited liability company that owns, directly or indirectly, all of the outstanding shares of the contracting corporation.
(iii) All of the outstanding shares or interests of which are owned, directly or indirectly, by a corporation, whether or not subject to this act, or a limited liability company that owns, directly or indirectly, all of the outstanding shares of the contracting corporation.
(j) Lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.
(k) Make donations for any of the following: The the public welfare, ; a community fund, � or a hospital, ; or a charitable, educational, scientific, civic, or similar purpose. A corporation also has the power to provide aid in time of war or other national emergency.
(l) Pay pensions, establish and carry out pension, profit sharing, share bonus, share purchase, share option, savings, thrift, and other retirement, incentive, and benefit plans, trusts, and provisions for any of its directors, officers, and employees.
(m) Purchase, receive, take, otherwise acquire, own, hold, sell, lend, exchange, transfer, otherwise dispose of, pledge, use, and otherwise deal in and with its own shares, bonds, and other securities.
(n) Participate with others in any corporation, partnership, limited partnership, joint venture, or other association of any kind, or in any transaction, undertaking, or agreement which that the participating corporation would have power to conduct by itself, whether or not the participation involves sharing or delegation of control with or to others.
(o) Cease its corporate activities and dissolve.
(p) Transact business, carry on its operations, and have offices and exercise the powers granted by under this act in any jurisdiction in or outside the United States.
(q) Have and exercise all powers necessary or convenient to effect any purpose for which the corporation is formed.
(r) Participate as a member of any mutual insurance company for purposes of insuring property or activities relative to nuclear facilities owned, operated, constructed, or being constructed by the corporation.
Sec. 261a. (1) Except as otherwise provided in subsection (3), a domestic corporation does not have any power to pay, contribute, or expend money or anything of value in support of, or in opposition to, a candidate, political party, political committee, or ballot question. The performance of an act described in this subsection by a domestic corporation is invalid and subject to disgorgement.
(2) Except as otherwise provided in subsection (3), a foreign corporation does not have any power, privilege, or right to pay, contribute, or expend money or anything of value in support of, or in opposition to, a candidate, political party, political committee, or ballot question in this state. The performance of an act described in this subsection by a foreign corporation is invalid and subject to disgorgement.
(3) Subsections (1) and (2) do not apply to either of the following:
(a) An existing contract, debt instrument, security, or other legal obligation validly entered into before the effective date of the amendatory act that added this section.
(b) A bona fide news story, commentary, or editorial distributed through the facilities of a broadcasting station or of any print, online, or digital newspaper, magazine, blog, or other periodical publication, unless the broadcasting, print, online, or digital facility is owned or controlled by a candidate, political party, or political committee.
(4) A domestic corporation that performs an act described in subsection (1) is subject to dissolution as provided in section 821. A foreign corporation that performs an act described in subsection (2) is subject to revocation of the foreign corporation's authority to transact business in this state as provided in section 1041.
(5) The attorney general or the administrator may bring an action for any of the following:
(a) A declaration that the performance of an act is invalid under subsection (1) or (2).
(b) An order of disgorgement under subsection (1) or (2).
(c) An injunction against the performance of an act under subsection (1) or (2).
(6) As used in this section:
(a) "Ballot question" means that term as defined in section 2 of the Michigan campaign finance act, 1976 PA 388, MCL 169.202.
(b) "Candidate" means that term as defined in section 3 of the Michigan campaign finance act, 1976 PA 388, MCL 169.203.
(c) "Domestic corporation" and "foreign corporation" do not include a political committee.
(d) "Political committee" means a committee as that term is defined in section 3 of the Michigan campaign finance act, 1976 PA 388, MCL 169.203.
Sec. 271. An Except as otherwise provided in section 261a, an act of a corporation and a transfer of real or personal property to or by a corporation, otherwise lawful, is not invalid because the corporation was without capacity or power to do the act or make or receive the transfer. However, the lack of capacity or power may be asserted in any of the following:
(a) In an action by a shareholder against the corporation to enjoin the doing of an act or the transfer of real or personal property by or to the corporation.
(b) In an action by or in the right of the corporation to procure a judgment in its favor against an incumbent or former officer or director of the corporation for loss or damage due to his an unauthorized act by that person.
(c) In an action or special proceeding by the attorney general to dissolve the corporation or to enjoin it from the transacting of unauthorized business.
Sec. 821. (1) The attorney general may bring an action in the circuit court of the county in which the principal place of business or registered office of the a corporation is located for dissolution of a corporation upon on the ground that the corporation has committed any of the following acts:
(a) Procured its organization through fraud.
(b) Repeatedly and willfully exceeded the authority conferred upon on it by law.
(c) Repeatedly and willfully conducted its business in an unlawful manner.
(d) Performed an act described in section 261a(1).
(2) The enumeration in this section of grounds for dissolution does not exclude any other statutory or common law action by the attorney general for dissolution of a corporation or revocation or forfeiture of its corporate franchises.
Sec. 1012. (1) Without excluding other activities which that may not constitute transacting business in this state, a foreign corporation is not considered to be transacting business in this state, for the purposes of this act, solely because it is carrying on in this state any 1 or more of the following activities:
(a) Maintaining, defending, or settling any proceeding.
(b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.
(c) Maintaining bank accounts.
(d) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities.
(e) Selling through independent contractors.
(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
(g) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.
(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
(i) Owning, without more, real or personal property.
(j) Conducting an isolated transaction that is completed within 30 days and that is not one 1 transaction in the course of repeated transactions of like nature.
(k) Transacting business in interstate commerce.
(2) This section does not apply in determining the contacts or activities which that may subject a foreign corporation to service of process or taxation in this state or to regulation under any other act of this state.
(3) This section does not authorize a foreign corporation to perform an act described in section 261a(2).
Sec. 1041. Subject to section 1042, in addition to any other ground for revocation provided by law, the administrator may revoke the certificate of authority of a foreign corporation to transact business in this state on any of the following grounds:
(a) The corporation fails to maintain a resident agent in this state as required under this act.
(b) The corporation, after changing its registered office or resident agent, fails to file a statement of the change as required under this act.
(c) The corporation fails to file an amended application as required under this act.
(d) The corporation, after becoming the survivor to a merger or conversion, fails to file the certificate attesting to the occurrence of the merger or conversion as required under this act.
(e) The corporation fails to file its annual report within the time required under this act, or fails to pay an annual filing fee required under this act.
(f) The corporation performs an act described in section 261a(2).
Enacting section 1. This amendatory act does not take effect unless all of the following bills of the 103rd Legislature are enacted into law:
(a) Senate Bill No. 1086.
(b) Senate Bill No. 1087.
