Bill Text: MI HB4615 | 2011-2012 | 96th Legislature | Introduced
Bill Title: Businesses; business corporations; benefit corporations; authorize in business corporation act. Amends secs. 105, 106, 202, 211 & 911 of 1972 PA 284 (MCL 450.1105 et seq.). TIE BAR WITH: HB 4616'11
Spectrum: Slight Partisan Bill (Democrat 4-2)
Status: (Introduced - Dead) 2011-05-05 - Printed Bill Filed 05/05/2011 [HB4615 Detail]
Download: Michigan-2011-HB4615-Introduced.html
HOUSE BILL No. 4615
May 4, 2011, Introduced by Reps. Wayne Schmidt, Barnett, Lipton, Liss, Gilbert and Meadows and referred to the Committee on Judiciary.
A bill to amend 1972 PA 284, entitled
"Business corporation act,"
by amending sections 105, 106, 202, 211, and 911 (MCL 450.1105,
450.1106, 450.1202, 450.1211, and 450.1911), section 105 as amended
by 2001 PA 57, section 106 as amended by 2006 PA 68, section 202 as
amended by 1989 PA 121, section 211 as amended by 2008 PA 402, and
section 911 as amended by 2007 PA 182.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 105. (1) "Administrator" means the chief officer of the
department or of any other agency or department authorized by law
to administer this act, or his or her designated representative.
(2) "Articles of incorporation" includes any of the following:
(a) The original articles of incorporation or any other
instrument filed or issued under any statute to organize a domestic
or foreign corporation, as amended, supplemented, or restated by
certificates of amendment, merger, or consolidation or other
certificates or instruments filed or issued under any statute.
(b) A special act or charter creating a domestic or foreign
corporation, as amended, supplemented, or restated.
(3) "Authorized shares" means shares of all classes that a
corporation is authorized to issue.
(4) "Benefit corporation" means a domestic corporation that
meets the requirements for being a benefit corporation under
chapter 9A and has not terminated its status as a benefit
corporation under that chapter.
(5) (4)
"Board" means board of
directors or other governing
board of a corporation.
(6) (5)
"Bonds" includes secured
and unsecured bonds,
debentures, and notes.
Sec. 106. (1) "Corporation" or "domestic corporation" means a
corporation formed under this act, or existing on January 1, 1973
and formed under any other statute of this state for a purpose for
which a corporation may be formed under this act. The term includes
a benefit corporation.
(2)
"Department" means the department of labor and economic
growth.licensing and regulatory affairs.
(3) "Director" means a member of the board of a corporation.
(4) "Distribution" means a direct or indirect transfer of
money or other property, except the corporation's shares, or the
incurrence of indebtedness by the corporation to or for the benefit
of its shareholders in respect to the corporation's shares. A
distribution may be in the form of a dividend, a purchase,
redemption or other acquisition of shares, an issuance of
indebtedness, or any other declaration or payment to or for the
benefit of the shareholders.
(5) "Electronic transmission" or "electronically transmitted"
means any form of communication that meets all of the following:
(a) It does not directly involve the physical transmission of
paper.
(b) It creates a record that may be retained and retrieved by
the recipient.
(c) It may be directly reproduced in paper form by the
recipient through an automated process.
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) 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 which that proposes
to conduct educational
purposes shall state the purposes and shall comply with all
requirements
of sections 170 to 177 of Act No. 327 of the Public
Acts
of 1931, being sections 450.170 to 450.177 of the Michigan
Compiled
Laws 1931 PA 327, MCL 450.170
to 450.177.
(iii) The purposes of a benefit corporation must comply with
section 952, but a benefit corporation is not required to state its
general public benefit purpose in the articles.
(c) The aggregate number of shares which 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 series, a
statement of any authority vested in the board to divide the class
of shares into series, and to determine or change for any series
its designation, number of shares, relative rights, preferences and
limitations.
(f) 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.
211. (1) The Subject
to subsection (2), the corporate
name of a domestic corporation shall contain the word
"corporation", "company", "incorporated", or "limited" or shall
contain 1 of the following abbreviations: corp., co., inc., or
ltd., with or without periods.
(2) The corporate name of a benefit corporation may contain
the words "benefit corporation"; or contain the initials "B.C." or
"b.c.", with or without periods or other punctuation.
Sec. 911. (1) A domestic corporation and each foreign
corporation subject to chapter 10 shall file a report with the
administrator no later than May 15 of each year. The report shall
be on a form approved by the administrator, signed by an authorized
officer
or agent of the corporation, and contain include all of the
following: information:
(a) The name of the corporation.
(b)
The name of its the
corporation's resident agent and
address of its registered office in this state.
(c)
The names and addresses of its the
corporation's
president, secretary, treasurer, and directors.
(d)
General The general nature and kind of business in which
the corporation is engaged.
(e) For each foreign corporation authorized to transact
business in this state, the total number of authorized shares and
the most recent percentage used in computation of the tax required
by
the single business tax act, 1975 PA 228, MCL 208.1 to 208.145,
or
the Michigan business tax act, 2007
PA 36, MCL 208.1101 to
208.1601.
(f) If the corporation is a benefit corporation, the annual
benefit report required under section 958.
(2) The report is not required to be filed in the year of
incorporation or authorization by a corporation formed or
authorized to do business on or after January 1 and before May 16
of that year.
(3) If there are no changes in the information provided in the
last
filed report required under subsection (1), the a corporation
may file a report that certifies to the administrator that no
changes in the required information have occurred since the last
filed report. The report filed under this subsection shall be on a
form
approved by the administrator and filed no later than the date
required
under section 911 May 15 of
the year following the filing
of the previous report under this section.
Enacting section 1. This amendatory act does not take effect
unless Senate Bill No.____ or House Bill No. 4616(request no.
01244'11) of the 96th Legislature is enacted into law.
