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Michigan Makes Numerous Revisions to its Limited
Liability Company Act
The Governor of Michigan signed Senate Bill No. 1418, Public Act. No.
686, on December 30, 2002, amending the Michigan Limited Liability Company
(LLC) Act. The legislation became effective immediately. The highlights
of the bill include:
- The organizer(s) of an LLC need not become a member
- Allows for single member LLCs
- Definition of "manager" revised to require that a designation
of management by managers be made in the articles of organization
- Voting is by majority in interest (versus majority vote of members entitled
to vote)
- An authorized agent of the LLC is now permitted to sign documents that
are required or permitted to be filed under the LLC Act, with the exception
of the Articles of Organization
- Good standing certificates can be obtained for domestic and foreign
LLCs and professional LLCs (PLLCs)
- Clarifies that PLLCs are required to file both the annual statement
filed by regular LLCs, and an annual report listing the members and
managers and certifying to their licensure
- If a domestic or foreign LLC or PLLC fails to file an annual statement
for two consecutive years, the Administrator of the Department of Consumer
and Industry Services is required to provide the LLC or PLLC with a
notice of delinquency. If the LLC or PLLC does not file all annual statements
owed within 60 days after the notice of delinquency is issued, the LLC
or PLLC will no longer be in good standing and will not be able to obtain
a certificate of good standing, and the name of the LLC or PLLC will
be available for use by other companies. The above also applies to a
PLLC that fails to file its annual report containing the members, managers
and certification.
- A domestic or foreign LLC or PLLC that is not in good standing may file
a Certificate of Restoration of Good Standing, accompanied by the appropriate
filing fee and all annual statements, reports and fees owed, in order
to be restored to good standing status
- The filing fee for a Certificate of Restoration of Good Standing is
$50.00
- The filing fee for the Annual Statement of resident agent and registered
office increased to $15.00
Additional information regarding the changes is available
at http://www.michigan.gov/cis/0,1607,7-154-10557_12901-58773--,00.html,
and a copy of the act is available at http://www.michiganlegislature.org/mileg.asp?page=getObject&objName=2002-SB-1418&userid=.
Revised LLC forms will be posted in the Forms Library at www.incspot.com
as soon as they are issued by the Michigan Department of Consumer and
Industry Services.
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