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Amendments to Business Corporation Act

Agency: Labor & Economic Growth


PA 47 of 2006
Amends section 143 of the Act to allow a corporation to send only 1 copy of any notice, report, statement, or communication to all shareholders that share a common address, provided certain conditions are satisfied. If the corporation has securities registered under the Securities and Exchange Act, the corporation is not subject to the Business Corporation Act's requirements that mailings be made by registered, certified, or other first-class mail.

PA 63 of 2006
Amends section 823 of the Act regarding dissolutions by judgment entered in an action brought in circuit court by 1 or more directors or by 1 or more shareholders. Reference to section 463 was removed since that section had been previously repealed and section 823 now contains reference to shareholder agreement authorized under section 488.

PA 64 of 2006
Amends section 611 of the Act to provide that amendments to the articles of incorporation under section 611(3) shall be proposed by the board and approved by the shareholders. Prior to amendment, proposal of an amendment by the board was not required.

PA 65 of 2006
Amends section 528 of the Act to allow a committee, designated pursuant to section 527, to create one or more subcommittees.

PA 66 of 2006
Amends section 441 of the Act whereby, unless otherwise provided in the articles, abstaining from a vote with respect to any action is not a vote cast on that action.

PA 67 of 2006
Amends section 442 of the act whereby, unless otherwise provided in the articles, abstaining from a vote with respect to any action that required authorization by a vote of a class or series is not a vote cast on that action.

PA 68 of 2006
Amends section 106 of the Act to update the definition for "department" to the current name, labor and economic growth. Section 261 was also amended to allow a corporation to give guarantees to a domestic or foreign limited liability company. Section 489 was amended to expand the definition of "willfully unfair and oppressive conduct" by a corporation, including the "termination of employment or limitations on employment benefits to the extent that the actions interfere with distributions or other shareholder interests disproportionately as to the affected shareholder."

PA 72 of 2006
Amends section 735 of the Act to clarify that for foreign corporations qualified in Michigan, when those corporations merge or enter into a share exchange with one or more Michigan corporations, each foreign corporation must comply with either section 1021 of the Act or section 1035 if applicable.

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