Bill Text: MI HB5972 | 2015-2016 | 98th Legislature | Introduced

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Bill Title: Businesses; limited liability companies; late filing penalty for annual reports; modify. Amends sec. 909 of 1993 PA 23 (MCL 450.4909).

Spectrum: Partisan Bill (Republican 1-0)

Status: (Introduced - Dead) 2016-11-09 - Bill Electronically Reproduced 10/19/2016 [HB5972 Detail]

Download: Michigan-2015-HB5972-Introduced.html

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HOUSE BILL No. 5972

 

 

October 19, 2016, Introduced by Rep. Howrylak and referred to the Committee on Commerce and Trade.

 

     A bill to amend 1993 PA 23, entitled

 

"Michigan limited liability company act,"

 

by amending section 909 (MCL 450.4909), as amended by 2002 PA 686.

 

THE PEOPLE OF THE STATE OF MICHIGAN ENACT:

 

     Sec. 909. (1) In addition to the annual statement required in

 

section 207(3), a professional limited liability company shall file

 

with the administrator an annual report, together with a $50.00

 

filing fee, listing the names and addresses of all members and

 

managers and certifying that each member and manager is a licensed

 

person in 1 or more of the professional services rendered by the

 

company. The report shall also certify that any member or manager

 

not licensed or otherwise legally authorized to render professional

 

services in this state does not render professional services in

 

this state.

 

     (2) The professional limited liability company shall file the

 

annual report not later than February 15 of each year, and a

 

penalty of $50.00 shall be added to the fee if the annual report is

 

not filed or the fee is not paid by February 15, except that if a

 

professional limited liability company is formed after September

 

30, it need not file an annual report on the February 15

 

immediately succeeding its formation. If a professional limited

 

liability company neglects or refuses to file an annual report or

 

pay a fee required under this section within the time specified,

 

the company is subject to a penalty of $10.00 for each 1-month

 

period or part of a 1-month period that the company is delinquent

 

or $50.00, whichever is less.

 

     (3) If a professional limited liability company fails to file

 

an annual report required by under this section for 2 consecutive

 

years, the administrator shall notify the company of the

 

consequences of the failure to file under subsection (4).

 

     (4) If a professional limited liability company does not file

 

all annual reports it has failed to file, the applicable fees, and

 

the penalty described in subsection (2) within 60 days after the

 

administrator's notice under subsection (3) is sent, the

 

professional limited liability company is not in good standing. A

 

professional limited liability company that is not in good standing

 

is not entitled to issuance by the administrator of a certificate

 

of good standing described in section 207a, the name of the company

 

is available for use by another entity filing with the

 

administrator, and the administrator shall not accept for filing

 

any document submitted by the professional limited liability

company other than a certificate of restoration of good standing

 

provided for in subsection (5). A professional limited liability

 

company that is not in good standing remains in existence and may

 

continue to transact business in this state.

 

     (5) A professional limited liability company that is not in

 

good standing under subsection (4) may file a certificate of

 

restoration of good standing, accompanied by the annual reports and

 

fees for all of the years for which they were not filed and paid,

 

the penalty described in subsection (2), and the fee for filing the

 

certificate of restoration of good standing. The certificate shall

 

include all of the following:

 

     (a) The name of the professional limited liability company at

 

the time it ceased to be in good standing. If that name is not

 

available when the certificate of restoration of good standing is

 

filed, the professional limited liability company shall select a

 

new name that complies with this act. The new name shall be the

 

name of the professional limited liability company from the date of

 

filing of the certificate.

 

     (b) The name of the professional limited liability company's

 

current resident agent and the address of the current registered

 

office in this state.

 

     (c) A statement that the certificate is accompanied by the

 

annual reports and applicable fees for all of the years for which

 

reports were not filed and fees were not paid and the penalty

 

described in subsection (2).

 

     (6) A professional limited liability company that fails to

 

file annual statements under section 207 as well as annual reports

under this section must comply with section 207a and this section

 

to maintain or restore its good standing.

 

     Enacting section 1. This amendatory act takes effect 90 days

 

after the date it is enacted into law.