Section 450.4803 – Dissolution; Action by Attorney General; Grounds; Other Actions Not Excluded.
450.4803 Dissolution; action by attorney general; grounds; other actions not excluded. Sec. 803. (1) The attorney general may bring an action in the circuit court for the county in which the registered office of a limited liability company is located for dissolution of the limited liability company on the ground that the company has committed […]
Section 450.4804 – Certificate of Dissolution; Filing; Contents.
450.4804 Certificate of dissolution; filing; contents. Sec. 804. (1) When it begins winding up its affairs, a limited liability company that dissolves under section 801(b) or (c) shall execute a certificate of dissolution as provided in section 103 and file the certificate with the administrator. The certificate of dissolution shall contain all of the following: […]
Section 450.4805 – Winding Up by Managers, Members, or Circuit Court; Procedures; Right to Maintain Actions.
450.4805 Winding up by managers, members, or circuit court; procedures; right to maintain actions. Sec. 805. (1) Except as otherwise provided in the articles of organization, an operating agreement, or this section, the members or managers that have not wrongfully dissolved a limited liability company may wind up the company’s affairs, but the circuit court […]
Section 450.4806 – Dissolution; Notice to Existing Claimants; Contents; Validity of Claim Not Recognized; Claims Barred Under Certain Conditions; “Existing Claim” Defined; Effective Date of Notice.
450.4806 Dissolution; notice to existing claimants; contents; validity of claim not recognized; claims barred under certain conditions; “existing claim” defined; effective date of notice. Sec. 806. (1) The dissolved limited liability company may notify its existing claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice […]
Section 450.4807 – Dissolution; Publication of Notice; Requirements; Commencing Proceeding to Enforce Claims; Claimants With Known Existing Claims Not Receiving Notice.
450.4807 Dissolution; publication of notice; requirements; commencing proceeding to enforce claims; claimants with known existing claims not receiving notice. Sec. 807. (1) A dissolved limited liability company may also publish notice of dissolution and request that persons with claims against the company present them in accordance with the notice. (2) The notice shall be in […]
Section 450.4705 – Merger of Foreign Limited Liability Companies With Domestic Limited Liability Companies; Conditions; Compliance and Liability of Surviving Company.
450.4705 Merger of foreign limited liability companies with domestic limited liability companies; conditions; compliance and liability of surviving company. Sec. 705. (1) One or more foreign limited liability companies may merge with 1 or more domestic limited liability companies if both of the following are satisfied: (a) The merger is permitted by the law of […]
Section 450.4705a – Definitions; Merger of Domestic Limited Liability Companies With Business Organizations.
450.4705a Definitions; merger of domestic limited liability companies with business organizations. Sec. 705a. (1) As used in this section: (a) “Business organization” means a domestic or foreign corporation, domestic or foreign nonprofit corporation, limited partnership, general partnership, or any other type of domestic or foreign business enterprise, incorporated or unincorporated, except a domestic limited liability […]
Section 450.4706 – Abandoning Plan of Merger; Procedure.
450.4706 Abandoning plan of merger; procedure. Sec. 706. (1) Unless a plan of merger provides otherwise, at any time before the effective date of a certificate of merger, the merger may be abandoned in accordance with the procedure set forth in the plan of merger or, if no procedure to abandon the merger is set […]
Section 450.4602 – Articles of Organization; Conditions Requiring Amendment.
450.4602 Articles of organization; conditions requiring amendment. Sec. 602. A limited liability company shall amend its articles of organization if any of the following occur: (a) A change in the name of the limited liability company. (b) A change in the purposes of the limited liability company. (c) A change to or from the management […]
Section 450.4603 – Articles of Organization; Certificate of Amendment; Filing; Contents.
450.4603 Articles of organization; certificate of amendment; filing; contents. Sec. 603. The articles of organization are amended by filing a certificate of amendment signed as provided in section 103 that contains all of the following: (a) The name of the limited liability company. (b) The date of filing of its original articles of organization. (c) […]