Section 450.2805 - Provision in articles permitting shareholders, members, or directors to require dissolution authorized; plan of distribution of assets; execution and filing of certificate of dissol
NONPROFIT CORPORATION ACT (EXCERPT)
Act 162 of 1982
450.2805 Provision in articles permitting shareholders, members, or directors to require dissolution authorized; plan of distribution of assets; execution and filing of certificate of dissolution; noting existence of provision on face of share certificates or membership certificates.
Sec. 805.
(1) The articles of incorporation may contain a provision that a shareholder, a member, or a director, or the holders of any specified number or proportion of shares or any specified number or proportion of members or directors, or of any specified number or proportion of shares or members of a class, may require dissolution of the corporation at will or upon the occurrence of a specified event, if all the incorporators have authorized the provision in the articles or the holders of record of all outstanding shares or all the members or all the directors authorize the provision in an amendment to the articles. Said provision shall also specify a plan of distribution of assets of the corporation which complies with section 855.
(2) If the articles contain this provision, dissolution may be effected by the execution and filing of a certificate of dissolution on behalf of the corporation when authorized by a holder or holders of the number or proportion of shares or by the number or proportion of members or directors specified in the provision, obtained in such manner as may be specified therein, or if no manner is specified therein, when authorized on written consent signed by such holder or holders, member or members, or director or directors. The certificate of dissolution shall state the name of the corporation and that the corporation is dissolved pursuant to a designated provision in the articles.
(3) If the articles contain a provision authorized by subsection (1), the existence of the provision shall be noted conspicuously on the face of every certificate for shares issued by the corporation or on the face of a membership certificate delivered to every member of the corporation, and a holder or recipient of such certificate is conclusively deemed to have taken delivery or assumed membership with notice of the provision.
History: 1982, Act 162, Eff. Jan. 1, 1983