SB-1319, As Passed House, December 12, 2012
September 25, 2012, Introduced by Senators JONES and SCHUITMAKER and referred to the Committee on Judiciary.
A bill to amend 1993 PA 23, entitled
"Michigan limited liability company act,"
by amending sections 102 and 902 (MCL 450.4102 and 450.4902),
section 102 as amended by 2010 PA 290 and section 902 as amended by
2010 PA 126.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 102. (1) Unless the context requires otherwise, the
definitions in this section control the interpretation of this act.
(2) As used in this act:
(a) "Administrator" means the director of the department or
his or her designated representative.
(b) "Articles of organization" means the original documents
filed to organize a limited liability company, as amended or
restated by certificates of correction, amendment, or merger, by
restated articles, or by other instruments filed or issued under
any statute.
(c) "Constituent" means a party to a plan of merger, including
the survivor.
(d) "Contribution" means anything of value that a person
contributes to the limited liability company as a prerequisite for,
or in connection with, membership, including cash, property,
services performed, or a promissory note or other binding
obligation to contribute cash or property, or to perform services.
(e) "Corporation" or "domestic corporation" means any of the
following:
(i) A corporation formed under the business corporation act,
1972 PA 284, MCL 450.1101 to 450.2098.
(ii) A corporation existing on January 1, 1973 and formed under
another statute of this state for a purpose for which a corporation
may be formed under the business corporation act, 1972 PA 284, MCL
450.1101 to 450.2098.
(iii) A corporation formed under the professional
service
corporation
act, former 1962 PA 192.
, MCL 450.221 to 450.235.
(f)
"Department" means the department of energy, labor, and
economic
growth.licensing and
regulatory affairs.
(g) "Distribution" means a direct or indirect transfer of
money or other property or the incurrence of indebtedness by a
limited liability company to or for the benefit of its members or
assignees of its members in respect of the members' membership
interests.
(h) "Electronic transmission" or "electronically transmitted"
means any form of communication that meets all of the following:
(i) It does not directly involve the physical transmission of
paper.
(ii) It creates a record that may be retained and retrieved by
the recipient.
(iii) It may be directly reproduced in paper form by the
recipient through an automated process.
(i) "Foreign limited liability company" means a limited
liability company formed under laws other than the laws of this
state.
(j) "Foreign limited partnership" means a limited partnership
formed under laws other than the laws of this state.
(k) "Limited liability company" or "domestic limited liability
company" means an entity that is an unincorporated membership
organization formed under this act.
(l) "Limited partnership" or "domestic limited partnership"
means a limited partnership formed under the Michigan revised
uniform limited partnership act, 1982 PA 213, MCL 449.1101 to
449.2108.
(m) "Low-profit limited liability company" means a limited
liability company that has included in its articles of organization
a purpose that meets, and that at all times conducts its activities
to meet, all of the following requirements:
(i) The limited liability company significantly furthers the
accomplishment of 1 or more charitable or educational purposes
described in section 170(c)(2)(B) of the internal revenue code, 26
USC 170, and would not have been formed except to accomplish those
charitable or educational purposes.
(ii) The production of income or appreciation of property is
not a significant purpose of the limited liability company.
However, in the absence of other factors, the fact that a limited
liability company produces significant income or capital
appreciation is not conclusive evidence of a significant purpose
involving the production of income or the appreciation of property.
(iii) The purposes of the limited liability company do not
include accomplishing 1 or more political or legislative purposes
described in section 170(c)(2)(D) of the internal revenue code, 26
USC 170.
(n) "Majority in interest" means a majority of votes as
allocated by an operating agreement, or by the statute in the
absence of an allocation by operating agreement, and held by
members entitled to vote on a matter submitted for a vote by
members.
(o) "Manager" or "managers" means a person or persons
designated to manage the limited liability company pursuant to a
provision in the articles of organization stating that the business
is to be managed by or under the authority of managers.
(p) "Member" means a person who has been admitted to a limited
liability company as provided in section 501, or, in the case of a
foreign limited liability company, a person that is a member of the
foreign limited liability company in accordance with the laws under
which the foreign limited liability company is organized.
(q) "Membership interest" or "interest" means a member's
rights in the limited liability company, including, but not limited
to, any right to receive distributions of the limited liability
company's assets and any right to vote or participate in
management.
(r) "Operating agreement" means a written agreement by the
member of a limited liability company that has 1 member, or between
all of the members of a limited liability company that has more
than 1 member, pertaining to the affairs of the limited liability
company and the conduct of its business. The term includes any
provision in the articles of organization pertaining to the affairs
of the limited liability company and the conduct of its business.
(s) "Person" means an individual, partnership, limited
liability company, trust, custodian, estate, association,
corporation, governmental entity, or any other legal entity.
(t) "Services in a learned profession" means services rendered
by a dentist, an osteopathic physician, a physician, a surgeon, a
doctor of divinity or other clergy, or an attorney-at-law.
(u) "Surviving company", "surviving entity", or "survivor"
means the constituent that survives a merger, as identified in the
certificate of merger.
(v) "Vote" means an affirmative vote, approval, or consent.
Sec. 902. As used in this article:
(a) "Licensed person" means an individual who is licensed or
otherwise legally authorized to practice a professional service by
a court, department, board, commission, or an agency of this state
or another jurisdiction, any corporation or professional services
corporation all of whose shareholders are licensed persons, any
partnership all of whose partners are licensed persons, or any
limited liability company all of whose members and managers are
licensed persons.
(b) "Professional service" means a type of personal service to
the public that requires as a condition precedent to the rendering
of the service the obtaining of a license or other legal
authorization. Professional service includes, but is not limited
to, services rendered by a certified or other public accountant,
chiropractor, dentist, optometrist, veterinarian, osteopathic
physician, physician, surgeon, podiatrist, chiropodist, physician's
assistant, architect, professional engineer, land surveyor, or
attorney-at-law.
(c) "Professional services corporation" means a corporation
formed
under the professional service corporation act, former 1962
PA
192 , MCL 450.221 to 450.235.or a corporation incorporated under
and governed by chapter 2A of the business corporation act, 1972 PA
284, MCL 450.1101 to 450.2098.
Enacting section 1. This amendatory act does not take effect
unless Senate Bill No. 1320
of the 96th Legislature is enacted into law.