Bill Text: MI HB5290 | 2011-2012 | 96th Legislature | Introduced


Bill Title: Businesses; business corporations; processing of certificate to renew assumed name and fee; revise. Amends secs. 217 & 1060 of 1972 PA 284 (MCL 450.1217 & 450.2060).

Spectrum: Strong Partisan Bill (Republican 14-1)

Status: (Introduced - Dead) 2012-09-12 - Recommendation Concurred In [HB5290 Detail]

Download: Michigan-2011-HB5290-Introduced.html

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HOUSE BILL No. 5290

 

January 26, 2012, Introduced by Reps. Hooker, Yonker, Hughes, Jenkins, Kurtz, Rendon, Gilbert, Potvin, Callton, Outman, Roy Schmidt, Goike, Haveman, MacGregor and Crawford and referred to the Committee on Commerce.

 

     A bill to amend 1972 PA 284, entitled

 

"Business corporation act,"

 

by amending sections 217 and 1060 (MCL 450.1217 and 450.2060), as

 

amended by 2008 PA 402.

 

THE PEOPLE OF THE STATE OF MICHIGAN ENACT:

 

     Sec. 217. (1) 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 the true name of the corporation and the

 

assumed name under which the business is to be transacted. The

 

certificate is effective, unless sooner terminated by filing a

 

certificate of termination or by the dissolution or withdrawal of

 

the corporation, for a period expiring on December 31 of the fifth

 

full calendar year following the year in which it was filed. The

 

Subject to subsection (7), the 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. 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 in a merger, or any other

 

entity participating 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 subsection (1).

 

     (4) A corporation surviving a merger may use as an assumed

 

name the corporate name of a merging corporation, or the name of


 

any other entity participating 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 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 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.

 

     (7) If a corporation delivers a certificate to extend a

 

certificate of assumed name for filing before the beginning of the

 

90-day period described in subsection (1), the administrator may do

 

either of the following:

 

     (a) Notify the corporation that it delivered the certificate

 

and fee before the administrator is authorized to file the

 

certificate and return the certificate and filing fee to the

 

corporation.

 

     (b) Hold the certificate and fee, file the certificate, and

 

deposit the fee during the 90-day period described in subsection

 

(1).

 

     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:

 

     (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 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 before

 

October 1, 2003 or after September 30, 2012. After September 30,

 

2003 and before October 1, 2012, the fee is $25.00.

 

     (2) The fees described in subsection (1) are in addition to

 

any franchise fees prescribed in this act. The Except as provided

 

in section 217(7), 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, 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.

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