Michigan State Statute Code

Don't Panic! Incorporate for FREE using MyCorp


You don't have to go through the Secretary of State statute code all by your self. We can do it for you and it is FREE!!!

Save time, money, and hassle when you use our professional document filing services to help form your corporation.

FREE Incorporation!
FREE - SAVE $149!
(state fees additional)
Use Coupon Code : MYFREE
Incorporate now

450.1201

Incorporators. Sec. 201.

One or more persons may be the incorporators of a corporation by signing in ink and filing articles of incorporation for the corporation.

450.1231

Adoption, amendment, or repeal of bylaws; contents of bylaws. Sec. 231.

The initial bylaws of a corporation shall be adopted by its incorporators, its shareholders, or its board. The shareholders or the board may amend or repeal the bylaws or adopt new bylaws unless the articles of incorporation or bylaws provide that the power to adopt new bylaws is reserved exclusively to the shareholders or that the bylaws or any particular bylaw shall not be altered or repealed by the board. The bylaws may contain any provision for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

450.1301

Issuance and classes of shares; rights, preferences, and limitations. Sec. 301.

  1. A corporation may issue the number of shares authorized in its articles of incorporation. The shares may be all of 1 class or may be divided into 2 or more classes. Each class shall consist of shares having the designations and relative voting, distribution, dividend, liquidation, and other rights, preferences, and limitations, consistent with this act, as stated in the articles of incorporation. The articles of incorporation may deny, limit, or otherwise prescribe the voting rights and may limit or otherwise prescribe the distribution, dividend, or liquidation rights of shares of any class.
  2. If the shares are divided into 2 or more classes, the shares of each class shall be designated to distinguish them from the shares of the other classes.
  3. Subject to the designations, relative rights, preferences, and limitations applicable to separate series, each share shall be equal to every other share of the same class.
  4. Any of the voting, distribution, liquidation, or other rights, preferences, or limitations of a class or series may be made dependent upon facts or events ascertainable outside of the articles of incorporation or the resolution of the board adopted pursuant to section 302(3), if the manner in which the facts or events operate on the rights, preferences, or limitations is set forth in the articles of incorporation or board resolution.

450.1317

Liability of purchaser, holder, subscriber, assignee, transferee, pledgee, or shareholder. Sec. 317.

  1. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were to be issued.
  2. A person holding stock in a fiduciary or representative capacity is not personally liable to the corporation as the holder of or subscriber for shares of a corporation but the estate and funds in his or her hands are liable to the corporation.
  3. A person becoming an assignee, transferee, or pledgee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration has not been paid is not liable to the corporation or its creditors for any unpaid portion of the consideration, but the original holder or subscriber and any assignee or transferee before an assignment or transfer to a person taking in good faith and without knowledge or notice remains liable.
  4. Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he or she may become personally liable by reason of his or her own acts or conduct.

450.1501

Management of corporation; qualifications of director. Sec. 501.

The business and affairs of a corporation shall be managed by or under the direction of its board, except as otherwise provided in this act or in its articles of incorporation. A director need not be a shareholder of the corporation unless the articles or bylaws so require. The articles or bylaws may prescribe qualifications for directors.

Form an for LLC FREE using MyCorp


Forming a limited liability company (LLC) provides benefits for any type of business, from professional services to real estate to construction.

Save time, money, and hassle when you use our professional document filing services to help form your corporation.

FREE Incorporation or LLC!
FREE - SAVE $149!
(state fees additional)
Use Coupon Code : MYFREE
Form an LLC

LLC

450.4202

Limited liability company; formation; filing as evidence that all conditions performed; exception; duration. Sec. 202.

  1. One or more persons, who may or may not become members, may be the organizers of a limited liability company by filing executed articles of organization.
  2. The existence of the limited liability company begins on the effective date of the articles of organization as provided in section 104. Filing is conclusive evidence that all conditions precedent required to be performed under this act are fulfilled and that the company is formed under this act, except in an action or special proceeding by the attorney general. The maximum duration of the limited liability company is perpetual unless otherwise provided in the articles of organization.

450.4401

Management vested in members. Sec. 401.

Unless the articles of organization state that the business of the limited liability company is to be managed by managers, the business of the limited liability company shall be managed by the members, subject to any provision in an operating agreement restricting or enlarging the management rights and duties of any member or group of members. If management is vested in the members, both of the following apply:

  1. The members are considered managers for purposes of applying this act, including section 406 regarding the agency authority of managers, unless the context clearly requires otherwise.
  2. The members have, and are subject to, all duties and liabilities of managers and to all limitations on liability and indemnification rights of managers.

450.4501

Members; admission; liability for acts, debts, or obligations. Sec. 501.

  1. A person may be admitted as a member of a limited liability company in 1 or more of the following ways:
    1. In connection with the formation of the limited liability company, by signing the initial operating agreement.
    2. After the formation of the limited liability company, in 1 or more of the following ways:
      1. In the case of a person acquiring a membership interest directly from the limited liability company, by complying with the provisions of an operating agreement prescribing the requirements for admission or, in the absence of provisions prescribing the requirements for admission in an operating agreement, upon the unanimous vote of the members entitled to vote.
      2. In the case of an assignee of a membership interest, as provided in section 506.
  2. A limited liability company may admit a person as a member who does not make a contribution or incur an obligation to make a contribution to the limited liability company.
  3. Unless otherwise provided by law or in an operating agreement, a person who is a member or manager, or both, of a limited liability company is not liable for the acts, debts, or obligations of the limited liability company.