450.2801 Dissolution of corporation; methods; summary dissolution of corporation whose assets disposed of under court order in receivership or bankruptcy proceedings; filing copy of order with administrator. Sec. 801. (1) A corporation may be dissolved in any of the following ways: (a) Automatically by expiration of a period of duration to which the corporation is […]
450.2803 Dissolution of corporation by action of incorporators or directors; conditions; certificate of dissolution. Sec. 803. (1) A corporation may be dissolved by action of its incorporators or directors, if the corporation complies with all of the following conditions: (a) Has not commenced affairs. (b) Has not issued any shares and has no members entitled […]
450.2804 Dissolution of corporation by action of shareholders or members; recommendation; exceptions; approval or authorization; notice; voting; certificate. Sec. 804. (1) A corporation may be dissolved by action of its board and its shareholders or members, if any, as provided in this section. (2) The board of a corporation that is organized on a stock […]
450.2805 Dissolution under agreement under MCL 450.2488; effectiveness. Sec. 805. Dissolution under an agreement under section 488 becomes effective by executing and filing a certificate of dissolution on behalf of the corporation that states the name of the corporation and that the corporation is dissolved under an agreement under section 488. History: 1982, Act 162, […]
450.2811 Revocation of dissolution proceedings; filing and execution of certificate; additional manner of revocation. Sec. 811. (1) A corporation may revoke dissolution proceedings commenced under section 488 or 804 before complete distribution of assets, if a proceeding under section 851 is not pending, by filing a certificate of revocation that is executed, in person or […]
450.2815 Renewal of corporate existence. Sec. 815. A corporation whose term has expired may renew its corporate existence, if a proceeding under section 851 is not pending, in the following manner: (a) The board adopts a resolution to renew the corporation’s corporate existence. (b) If the corporation is organized on a stock or membership basis, […]
450.2817 Effect of filing certificate of revocation of dissolution or renewal of corporate existence; accrued penalty or liability; adoption of corporate name; rights. Sec. 817. (1) When a certificate of revocation of dissolution is filed under section 811 or a certificate of renewal of existence is filed under section 815, the revocation of the dissolution […]
450.2821 Action by attorney general for dissolution of corporation; grounds; other actions. Sec. 821. (1) The attorney general may bring an action in the circuit court for the county in which the principal place of business or registered office of a corporation is located or for Ingham county for dissolution of a corporation on the […]
450.2823 Dissolution of corporation by judgment in action brought in court; proof; action for dissolution of charitable purpose corporation. Sec. 823. (1) A corporation that is organized on a stock or membership basis may be dissolved by a judgment entered in an action brought in the circuit court for the county in which the principal […]
450.2825 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. Compiler’s Notes: The repealed section pertained to adjudging dissolution and liquidation of assets and affairs of corporation by circuit court in action filed by shareholder, member, or director.
450.2831 Dissolution of corporation; conditions. Sec. 831. A corporation is dissolved when any of the following occurs: (a) The period of duration stated in the corporation’s articles of incorporation expires. (b) A certificate of dissolution is filed pursuant to sections 803 to 805. (c) A judgment of forfeiture of corporate franchises or of dissolution is […]
450.2833 Dissolved corporation; continuation of corporate existence; conduct of affairs. Sec. 833. Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall not conduct affairs except for the purpose of winding up its affairs by: (a) Collecting its assets. (b) Selling or otherwise transferring, with or without security, […]
450.2834 Dissolved corporation and officers, directors, shareholders, and members; manner of functioning. Sec. 834. Subject to section 833 and except as otherwise provided by court order, a dissolved corporation, its officers, directors, shareholders, and members shall continue to function in the same manner as if dissolution had not occurred. Without limiting the generality of this […]
450.2841 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. Compiler’s Notes: The repealed section pertained to notice to creditors.
450.2841a Written notice to claimants of dissolved corporation. Sec. 841a. (1) A dissolved corporation may notify its existing claimants in writing of the dissolution of the corporation at any time after the effective date of the dissolution. The written notice shall include all of the following: (a) A description of the information that must be […]
450.2842 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. Compiler’s Notes: The repealed section pertained to mailing notice to creditor of corporation.
450.2842a Publication of notice of dissolved corporation. Sec. 842a. (1) In addition to providing notice under section 841a, a dissolved corporation may also publish notice of dissolution at any time after the effective date of dissolution and request that persons with claims against the corporation present them in the manner described in the notice. (2) […]
450.2843 Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015. Compiler’s Notes: The repealed section pertained to rejection of claim filed by creditor.
450.2851 Application for judgment that affairs of corporation and liquidation of assets continue under supervision of court; orders and judgments; permitting creditor to file claim or commence proceeding. Sec. 851. (1) After a corporation is dissolved in any manner, the corporation, a creditor, a shareholder, member, or a director may apply at any time to […]
450.2855 Dissolution of corporation; applicable provisions. Sec. 855. (1) All of the following apply if a corporation is dissolved: (a) The corporation shall pay or make provision for its debts, obligations, and liabilities. Compliance with this subdivision requires that, to the extent that a reasonable estimate is possible, provision is made for those debts, obligations, […]
