Introduced by Senators JONES, KOWALL and BIEDA.
A bill to amend 1965 PA 169, entitled
"An act to require court proceedings for dissolution of domestic
charitable purpose corporations; and to require the filing of
notice of intention to withdraw with the attorney general by
foreign charitable purpose corporations attempting to withdraw from
this state,"
by amending the title and sections 1 and 2 (MCL 450.251 and
450.252), and by adding sections 1a and 2a.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
TITLE
An act to require notice and accounting to the attorney
general of the dissolution, merger, or conversion of certain
domestic charitable purpose corporations or other entities; to
require court proceedings for dissolution of those domestic
charitable purpose corporations or entities; and to require the
filing of a notice of intention to withdraw with the attorney
general
by a foreign charitable purpose corporations
attempting to
withdraw
corporation that withdraws from this state.
Sec. 1. (1)
No A nonprofit
corporation, foundation, trustee
corporation, or other corporation, or entity organized under the
laws
of this state whose corporate purposes are purpose is to hold
property
for any charitable purpose, except when they are unless it
is
organized for religious purposes, shall
be dissolved except by
giving
not do any of the following
unless it complies with
subsection (2):
(a) Enter into a merger with another domestic or foreign
nonprofit corporation, domestic or foreign business corporation, or
other domestic or foreign business entity.
(b) File an amendment to the articles of incorporation or
restated articles of incorporation that convert an entity described
in this subsection into a business corporation or to a professional
service corporation.
(c) File a certificate of conversion that converts an entity
described in subdivision (a) into another form of domestic or
foreign business organization.
(d) Dissolve.
(2) A corporation or entity described in subsection (1) must
give
written notice to the attorney general by
registered mail at
least
45 days prior to before the filing of any paper or document
in
respect to such concerning
the merger, conversion, or
dissolution with any other state agency or court.
(3) A corporation that is subject to this act and that is
automatically dissolved under section 801(1)(a) or section 922 of
the nonprofit corporation act, 1982 PA 166, MCL 450.2801 and
450.2922, shall give notice of the dissolution to the attorney
general within 60 days after the automatic dissolution of the
corporation.
(4) The attorney general may require that a corporation or
entity described in subsection (1) that is involved in a merger,
conversion, or dissolution described in that subsection submit to
the attorney general an accounting of the assets of the corporation
and of their administration and disposition.
(5)
The attorney general may require the
dissolution to that
the dissolution of a corporation or entity described in subsection
(1) be accomplished by proceedings in the circuit court for Ingham
county or for the county in which the registered office or
principal place of business of the corporation or entity is
located. ,
and the making of an accounting of its assets,
administration
and disposition of its assets. The
attorney general
is
a necessary party to such the
dissolution proceedings and shall
be
given due notice thereof.of
those proceedings.
(6) The attorney general may consent to the dissolution of a
corporation or other entity described in subsection (1) without
court
proceedings. , provided however, that However, the consent to
a dissolution by the attorney general under this subsection does
not affect or limit the application of any other statutory
provisions
requiring that require court proceedings shall not be
affected
nor eliminated by such consent. The corporation and
securities
commission shall not accept for filing any notice of
dissolution
unless it is accompanied by a copy of the order of the
circuit
court dissolving the corporation or a certified copy of the
written
consent of the attorney general to such dissolution.in
connection with the dissolution of a corporation or other entity
described in subsection (1).
Sec. 1a. This act shall be known and may be cited as the
"dissolution of charitable purpose corporations act".
Sec. 2. (1) The department of licensing and regulatory affairs
shall not accept any of the following for filing:
(a) A certificate of dissolution of a corporation or other
entity described in section 1(1), unless it is accompanied by an
order of the circuit court dissolving the corporation or entity,
the written consent of the attorney general under section 2a to
that dissolution, or an affidavit described in section 2a.
(b) A certificate of merger of a corporation or other entity
described in section 1(1) that is not the surviving corporation of
that merger, unless it is accompanied by the written consent of the
attorney general to the merger under section 2a, an affidavit
described in section 2a, or a final order of a court that has
jurisdiction authorizing the merger.
(c) Restated articles of incorporation or a certificate of
conversion that converts a corporation or other entity described in
section 1(1) to a business corporation, a professional service
corporation, or other domestic or foreign business entity, unless
it is accompanied by the written consent of the attorney general to
the conversion under section 2a, an affidavit described in section
2a, or a final order of a court that has jurisdiction approving the
restated articles of incorporation or certificate of conversion.
(d) Any amendment to the articles of incorporation of a
corporation described in section 1(1) that changes its term of
existence to a specific date, unless it is accompanied by the
written consent of the attorney general or an affidavit described
in section 2a.
(2)
The corporation and securities
commission department of
licensing
and regulatory affairs shall not accept
for filing a
notice
issue a certificate of withdrawal from this state of a
foreign corporation or entity whose nature and purposes are similar
to
those domestic corporations or entities described in section 1,
1(1),
unless the notice request for a certificate of withdrawal is
accompanied
by a true copy and proof of service by registered mail,
of
a notice of intention to withdraw from the state served upon the
attorney
general at least 45 days prior to the receipt by the
commission
of the notice of withdrawal.the
written consent of the
attorney general under section 2a or an affidavit described in
section 2a.
Sec. 2a. (1) If a charitable corporation or other entity
described in section 1(1) submits a written request to the attorney
general for consent to the filing of a certificate of dissolution,
merger, or conversion, an amendment to or restatement of its
articles of incorporation, or to a dissolution or if a foreign
corporation submits a written request for consent to filing a
certificate of withdrawal under this act, the attorney general
shall, within 120 days after the attorney general receives the
request, either provide written consent to the filing or
dissolution or give written notice to the person that submitted the
request, specifying the reasons for the refusal to consent or
requesting that the person provide additional information.
(2) If the attorney general fails to provide the written
notice required under subsection (1) within the 120-day period
described in that subsection, the person that submitted the request
may prepare an affidavit attesting to the submission of that
request and the failure of the attorney general to respond and may
submit the affidavit to the department of licensing and regulatory
affairs under section 2.
(3) A domestic or foreign charitable corporation or other
entity that is subject to this act may seek judicial review of the
refusal of the attorney general to consent to a transaction
described in subsection (1) under sections 103, 104, and 106 of the
administrative procedures act of 1969, 1969 PA 306, MCL 24.303,
24.304, and 24.306.
Enacting section 1. This amendatory act does not take effect
unless Senate Bill No.623
of the 97th Legislature is enacted into law.