Nonprofit Corporation Voluntary Dissolution Filing Requirements in Michigan

At a glance

Requirements one by one

Entity and filing agency

The Nonprofit Corporation Act covers stock, membership, and directorship corporations. Section 450.2804 distinguishes their approvals; § 450.2831 makes a filed certificate the ordinary dissolution event. The filing department is Licensing and Regulatory Affairs under § 450.2106(3).

Before affairs begin

Section 450.2803 requires affairs not to have begun, no shares to have issued, no members entitled to vote on dissolution, and no debts or other liabilities. Funds received on subscriptions, memberships, contributions, or from third parties must have been returned to the persons entitled to them, less amounts spent on expenses. A majority of incorporators or directors executes and files a certificate stating the name, eligibility facts, funds disposition, and majority election to dissolve.

Board role and directorship corporations

Under § 450.2804, a stock or membership corporation's board ordinarily proposes and recommends dissolution. Exceptions cover conflicts or special circumstances, power reserved to shareholders or members by articles or a qualifying agreement, and § 450.2529's submission of an approved matter after the board changes its recommendation. The board explains the basis for withholding its recommendation and may condition submission. Section 450.2523 ordinarily uses a majority present with a quorum; the default quorum is a majority in office, with a one-third floor.

For a directorship corporation, § 450.2804 requires a majority of directors then in office and notice to each director at least ten days before the dissolution meeting. Section 450.2525 permits unanimous written or electronic director consent without a meeting unless the articles or bylaws prohibit it.

Member approval, classes, and consent

Section 450.2804 ordinarily requires a majority of all votes held by eligible shareholders or members. If there are more than 20 eligible shareholders or members, a majority of entitled votes present in person or by proxy suffices unless the articles or a shareholder/member-adopted bylaw require more. This latter denominator counts entitled votes represented at the meeting, rather than only ballots actually cast.

Section 450.2415 provides a default majority quorum, subject to specified variations. Section 450.2442 adds class voting when the articles or bylaws prescribe it, using the specified proportion or, absent one, a majority of votes cast by the class for a nonelection action.

Section 450.2407 allows unanimous eligible-member consent without a meeting. Lesser consent is available when the articles authorize it and the signed consents supply the votes needed if all eligible voters attended and voted; prompt notice goes to nonconsenters. The filing substitutes the relevant consent and notice statement for the meeting-vote statement. An electronic consent must satisfy the section's identification, date, and paper-delivery rules.

Sections 450.2408 and 450.2409 permit authorized ballot or polling-place routes through the articles or shareholder/member-approved bylaws. Each eligible voter receives a ballot; turnout and approval must meet their statutory equivalents to a meeting. The mailed or delivered ballot route sets a return deadline 20–90 days after the ballot is provided and uses a ballot-approval statement in the filed certificate.

Notice, distributions, and charitable approval

Section 450.2804 requires dissolution-meeting notice to each record shareholder or member, including persons not entitled to vote. It states the dissolution purpose and follows § 450.2404's 10–60-day notice window. Section 450.2855 supplies distribution rules and addresses recipients named in a plan of distribution.

A separate act governs domestic entities operating or holding property for charitable purposes, with an exception for entities organized for religious purposes. Under § 450.251, they notify the Attorney General in writing before filing dissolution papers with another agency or court. An accounting may be required, and the Attorney General may require court proceedings or consent to dissolution without them.

Section 450.252 requires an accompanying circuit-court dissolution order, Attorney General written consent, or the affidavit described in § 450.252a. Under the latter section, the Attorney General has 120 days after a written consent request to consent, explain refusal, or request additional information. Failure to give that response within 120 days allows an affidavit attesting to the request and nonresponse. A timely request for information is a response under the statute.

Certificate and execution

Section 450.2804 requires the name, meeting date and place, and requisite director/shareholder/member approval statement. Sections 450.2407–450.2409 substitute their consent or ballot statements when those routes are used. Section 450.2805 has a separate certificate for dissolution under a qualifying agreement, stating the name and that agreement-based dissolution.

Section 450.2132 ordinarily requires an authorized officer or agent to sign and state a name and capacity. If the board has not met, an incorporator or majority of incorporators signs; when a court fiduciary holds the corporation, that fiduciary or a majority of fiduciaries signs. The early route in § 450.2803 specifically calls for majority incorporator or director execution.

Fee and effective time

Section 450.3060(1)(g) sets the certificate fee at $10. Section 450.2831 identifies filing the dissolution certificate as the dissolution event. Section 450.2131(6) generally makes a filed document effective when endorsed unless it states a later effective time within 90 days after delivery. The official certificate form likewise allows this later date.

Revocation

Section 450.2811 allows reversal before assets are completely distributed and while its cross-referenced liquidation proceeding is not pending. One route uses a certificate executed in person or by proxy by all persons entitled to vote on dissolution. A second route for ordinary § 450.2804 dissolution uses the applicable board and shareholder/member vote and dissolution notice rules; directorship corporations use a majority in office and the same director notice.

The revocation certificate states that dissolution is revoked under the section and includes its cross-referenced information. Section 450.3060(1)(o) sets the fee at $10. Section 450.2817 makes revocation effective on filing, permits affairs to resume, and preserves intervening contracts and rights as though dissolution had not occurred. Accrued penalties and liabilities remain.

Winding up and protected assets

Sections 450.2833 and 450.2834 continue corporate existence for collecting and transferring assets, paying liabilities, and other liquidation acts. Property remains in the corporate name until transferred, and proceedings may continue. Section 450.2855 honors return conditions and protects specified charitable, religious, educational, and similar-use assets through its purpose-based recipient rules.

What trips people up

The larger-membership vote in § 450.2804 counts eligible votes present or represented, including represented votes not cast in favor. For 25 eligible one-vote members with 15 represented at a meeting, the ordinary larger-membership threshold is eight affirmative votes. A majority of only the ballots actually cast may be smaller and insufficient.

Common questions

Does winding up change the directors' conduct standard? Section 450.2834(a) says dissolution alone does not make directors trustees of the assets or impose a greater standard than the section it cross-references.

Can corporate affairs resume while old liabilities remain? Yes. Section 450.2817 permits affairs to resume after the revocation filing but expressly retains accrued penalties and liabilities.

Statutes and sources

• MCL § 450.2803 — “(1) A corporation may be dissolved by action of its incorporators or directors, if the corporation complies with all of the following conditions: (a) Has not commenced affairs. (b) Has not issued any shares and has no members entitled to vote on dissolution. (c) Has no debts or other liabilities. (d) Has received no payments on subscriptions for its shares or memberships, contributions or other funds from members or third parties, or, if it has received payments, has returned them to those entitled thereto, less any part thereof disbursed for expenses. (2) The dissolution of the corporation shall be effected by a majority of the incorporators or directors, executing and filing a certificate of dissolution stating: (a) The name of the corporation. (b) That the corporation has not commenced affairs, has issued no shares, and has no members entitled to vote on dissolution, and has no debts or other liabilities. (c) That the corporation has received no payments on subscriptions to its shares or memberships, contributions or other funds from members or third parties, or, if it has received payments, has returned them to those entitled thereto, less any part thereof disbursed for expenses. (d) That a majority of the incorporators or directors have elected that the corporation be dissolved.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2804 — “(1) A corporation may be dissolved by action of its board and its shareholders or members, if any, as provided in this section. (2) The board of a corporation that is organized on a stock or membership basis may propose dissolution for action by the shareholders or members. (3) The board of a corporation that is organized on a stock or membership basis must recommend a dissolution under this section to the shareholders or members unless any of the following apply: (a) The board determines that because of a conflict of interest or other special circumstances it should make no recommendation. (b) The power to dissolve the corporation is reserved to the shareholders or members without action of the board in the articles of incorporation or in an agreement under section 488. (c) Section 529 applies. (4) If 1 or more of the exceptions described in subsection (3) apply, the board must communicate to the shareholders or members the basis for not making a recommendation. (5) The board may condition its submission of a proposal for dissolution to shareholders or members under subsection (3) on any basis. (6) If a corporation is organized on a stock or membership basis, the board shall submit a proposed dissolution for approval at a meeting of shareholders or members. The corporation shall give notice to each shareholder or member of record, whether or not that person is entitled to vote at the meeting, within the time and in the manner provided under this act for the giving of notice of meetings of shareholders or members. The notice shall state that a purpose of the meeting is to vote on dissolution of the corporation. (7) At a meeting described in subsection (6), the shareholders or members shall vote on the proposed dissolution. Except as provided in this subsection, a dissolution is approved if a majority of the votes held by shareholders or members of the corporation that are entitled to vote on the proposed dissolution are cast in favor of dissolution. Unless a greater vote is required in the articles of incorporation or in a bylaw adopted by the shareholders or members, if there are more than 20 members or shareholders that are entitled to vote at the meeting, dissolution is approved if a majority of the votes held by shareholders or members that are entitled to vote on the proposed dissolution present in person or by proxy at the meeting are cast in favor of dissolution. (8) If a corporation is organized on a directorship basis, a dissolution is approved if it receives the affirmative vote of a majority of directors who are then in office. The corporation shall give notice of the meeting to authorize the dissolution to each director who is then in office at least 10 days before the meeting, and the notice shall state that a purpose of the meeting is to vote on dissolution of the corporation. (9) If the dissolution is approved, a certificate of dissolution shall be executed and submitted on behalf of the corporation, setting forth: (a) The name of the corporation. (b) The date and place of the meeting of shareholders, members, or directors at which the dissolution was approved. (c) A statement that dissolution was proposed and approved by the requisite vote of directors and the shareholders or members under subsection (7), or the directors under subsection (8).” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2805 — “Dissolution under an agreement under section 488 becomes effective by executing and filing a certificate of dissolution on behalf of the corporation that states the name of the corporation and that the corporation is dissolved under an agreement under section 488.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2811 — “(1) A corporation may revoke dissolution proceedings commenced under section 488 or 804 before complete distribution of assets, if a proceeding under section 851 is not pending, by filing a certificate of revocation that is executed, in person or by proxy, by all the shareholders, members, or directors that are entitled to vote on dissolution, and states that the revocation is effective under this section and that all the shareholders, members, or directors of the corporation that are entitled to vote on dissolution have executed the certificate in person or by proxy. (2) In addition to revoking a dissolution under subsection (1), a corporation may also revoke dissolution proceedings commenced under section 804 before complete distribution of assets, if a proceeding under section 851 is not pending, in the following manner: (a) Unless the power to dissolve the corporation is reserved to the shareholders or members without action of the board in the articles of incorporation or in an agreement under section 488, the board of directors shall adopt a resolution revoking dissolution. The corporation shall submit the proposed revocation for approval at a meeting of shareholders or members. The corporation shall give the shareholders or members the same notice of the meeting and the revocation must be approved by the same vote that is required under section 804 for the approval of dissolution. (b) If the power to dissolve the corporation is reserved to the shareholders or members without action of the board in the articles of incorporation or in an agreement under section 488, the shareholders or members may approve revocation of dissolution in the manner provided in the articles of incorporation or in the agreement under section 488 for approval of dissolution. The corporation shall give the shareholders or members the same notice of the meeting that is required under section 804 for the approval of dissolution and the revocation of dissolution must be approved by the same vote that is required under section 804 or in the applicable provisions of the articles of incorporation or in the agreement under section 488 for the approval of dissolution. (c) If the corporation is organized on a directorship basis, a dissolution may be revoked by the affirmative vote of a majority of the directors who are then in office. The corporation shall give the directors the same notice of the meeting that is required in section 804 for dissolution. (d) A certificate of revocation, that states that dissolution is revoked under this section, and includes the information required under section 804(8), shall be executed and filed on behalf of the corporation.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2817 — “(1) When a certificate of revocation of dissolution is filed under section 811 or a certificate of renewal of existence is filed under section 815, the revocation of the dissolution proceedings or the renewal of the corporate existence becomes effective, and the corporation may again conduct affairs. (2) Revocation of dissolution under section 811 or renewal of corporate existence under section 815 does not relieve a corporation of any penalty or liability accrued against it under any law of this state. (3) The administrator may require a corporation that files a certificate of revocation of dissolution under section 811 or a certificate of renewal of corporate existence under section 815 to adopt a corporate name that conforms to the requirements of section 212. (4) The rights of a corporation that complies with this section are the same as though a dissolution or expiration of term has not occurred, and all contracts entered into and other rights acquired during the interval are valid and enforceable.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2831 — “A corporation is dissolved when any of the following occurs: (a) The period of duration stated in the corporation's articles of incorporation expires. (b) A certificate of dissolution is filed pursuant to sections 803 to 805. (c) A judgment of forfeiture of corporate franchises or of dissolution is entered by a court of competent jurisdiction and a copy of a judicial order of dissolution shall be forwarded promptly to the administrator by the receiver or other person designated by the court. (d) Failure to file an annual report or pay an annual filing fee, as provided in section 922.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2833 — “Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall not conduct affairs except for the purpose of winding up its affairs by: (a) Collecting its assets. (b) Selling or otherwise transferring, with or without security, assets which are not to be distributed in kind pursuant to section 855. (c) Paying its debts and other liabilities. (d) Doing all other acts incident to liquidation of its affairs.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2834 — “Subject to section 833 and except as otherwise provided by court order, a dissolved corporation, its officers, directors, shareholders, and members shall continue to function in the same manner as if dissolution had not occurred. Without limiting the generality of this section: (a) The directors of the corporation are not deemed to be trustees of its assets solely because of the fact of dissolution and shall thereby be held to no greater standard of conduct than that prescribed by section 541. (b) Title to the corporation's assets remains in the corporation until transferred by it in the corporate name. (c) The dissolution does not change quorum or voting requirements for the board, shareholders, or members and does not alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, directors or officers, or provisions regarding amendment or repeal of bylaws or adoption of new bylaws. (d) Shares may be transferred if otherwise authorized. (e) The corporation may sue and be sued in its corporate name and process may issue by and against the corporation in the same manner as if dissolution had not occurred. (f) An action brought against the corporation before its dissolution does not abate because of the dissolution.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2855 — “(1) All of the following apply if a corporation is dissolved: (a) The corporation shall pay or make provision for its debts, obligations, and liabilities. Compliance with this subdivision requires that, to the extent that a reasonable estimate is possible, provision is made for those debts, obligations, and liabilities that are anticipated to arise after the effective date of dissolution. A corporation is not required to make provision for any debt, obligation, or liability that is or is reasonably anticipated to be barred under section 841a or 842a. The fact that corporate assets are insufficient to satisfy claims that arise after a dissolution does not create a presumption that the corporation has failed to comply with this subdivision. A corporation is considered to have made adequate provision for any debt, obligation, or liability of the corporation if payment is assumed or guaranteed in good faith by 1 or more financially responsible corporations, other persons, or the United States government or an agency of the United States government and the provision, including the financial responsibility of the corporations or other persons, was determined in good faith and with reasonable care by the board to be adequate. (b) If the corporation holds any assets subject to a condition that requires return, transfer, or conveyance, and the condition occurs by reason of the dissolution, the corporation shall return, transfer, or convey those assets in compliance with those conditions. (c) If the corporation received and holds any assets that are subject to limitations that permit their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but that are not held subject to a condition that requires return, transfer, or conveyance by reason of the dissolution under subdivision (b), the corporative shall transfer or convey those assets in a manner that complies with any provisions in the articles of incorporation or bylaws that designate 1 or more recipients or establish a mechanism for determining 1 or more recipients that are domestic or foreign corporations, societies, or organizations, including governmental agencies, that are engaged in activities that further those purposes. If the articles of incorporation or bylaws do not contain a provision described in this subdivision, the corporation shall transfer or convey those assets to 1 or more domestic or foreign corporations, societies, or organizations, including governmental agencies, that are engaged in activities that are substantially similar to or consistent with those of the dissolving corporation. (d) The corporation shall distribute any other assets in a manner that complies with any provisions of the articles of incorporation or the bylaws that determine the distributive rights of shareholders or members, or any class or classes of shareholders or members, or provide for distribution to others. Except as otherwise provided in this section, the corporation may distribute assets that are subject to this subdivision in cash, in kind, or both in cash and in kind, to shareholders, members, or others according to their respective rights and interests. (e) The corporation distributes any remaining assets to any persons specified in a plan of distribution adopted by the corporation. (2) If any assets of a dissolved corporation are not subject to any provision for the distribution of assets described in subsection (1), those remaining escheat to the state.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2132 — “(1) A document filed with the administrator shall be in the English language, except that the corporate name need not be in the English language if written in English letters or Arabic or Roman numerals. (2) A document required or permitted to be filed under this act that is also required by this act to be executed on behalf of the domestic or foreign corporation shall be signed by an authorized officer or agent of the domestic or foreign corporation. If the board has not yet met, the document shall be signed by the incorporator or a majority of incorporators if there are more than 1. If the domestic or foreign corporation is in the hands of a receiver, trustee, or other court appointed officer, the document shall be signed by the fiduciary or a majority of the fiduciaries, if there are more than 1. The name of a person signing the document and the capacity in which he or she signs shall be stated beneath or opposite his or her signature. The document may, but need not, contain any of the following: (a) The corporate seal. (b) An attestation by the secretary or an assistant secretary of the corporation. (c) An acknowledgment or proof.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2404 — “(1) Except as otherwise provided in this act, written notice of the time, place, if any, and purposes of a meeting of shareholders or members shall be given in any of the following manners: (a) Personally, by mail, or by electronic transmission, not less than 10 or more than 60 days before the date of the meeting to each shareholder or member of record that is entitled to vote at the meeting. (b) By including the notice, prominently displayed, in a newspaper or other periodical that is regularly published at least semiannually by or in behalf of the corporation and addressed and mailed, postage prepaid, to each member or shareholder entitled to vote at the meeting not less than 10 or more than 60 days before the meeting. (2) A corporation may provide notice to a shareholder or member that is not or may not be entitled to vote at a meeting of shareholders or members in a manner provided in subsection (1), whether or not the notice is required under this act or under other applicable law. (3) Notice of the purposes of a meeting shall include notice of any proposal a shareholder or member intends to propose, if that proposal is a proper subject for shareholder or member action and the shareholder or member notified the corporation in writing of the shareholder's or member's intention to present the proposal at the meeting. The bylaws may establish reasonable procedures for the submission of proposals to the corporation in advance of a meeting. (4) If a meeting of the shareholders or members is adjourned to another time or place, it is not necessary, unless the bylaws otherwise provide, to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. If after an adjournment the board fixes a new record date for the adjourned meeting, the corporation shall give notice of the adjourned meeting to each shareholder or member of record on the new record date that is entitled to notice under subsection (1). (5) If a meeting of shareholders or members is adjourned under subsection (4), the shareholders or members may only transact business that they might have transacted at the original meeting at the adjourned meeting if a notice of the adjourned meeting is not given. A shareholder, member, or proxy holder may be present and vote at the adjourned meeting by a means of remote communication if that person was permitted to be present and vote by that means of remote communication in the original meeting notice. (6) A shareholder's or member's attendance at a meeting, in person or by proxy, will result in both of the following: (a) Waiver of objection to lack of notice or defective notice of the meeting, unless the shareholder or member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. (b) Waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder or member objects to considering the matter when it is presented. (7) If a shareholder, member, or proxy holder is permitted to participate in and vote at a meeting by remote communication under section 405, the notice described in subsection (1) shall include a description of the means of remote communication by which a shareholder, member, or proxy holder may participate. (8) This section does not prohibit a corporation from conducting a meeting of its shareholders or members without notice or with the notice prescribed in the articles of incorporation or bylaws, if the meeting is for a purpose or purposes that do not involve the election of directors or the taking of other actions involving control or governance of the corporation for which a vote of the shareholders or members is required under this act, the articles of incorporation, the bylaws, or an agreement under section 488.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2407 — “(1) The articles of incorporation may provide that any action the shareholders or members are required or permitted by this act to take at an annual or special meeting may be taken without a meeting, without prior notice, and without a vote, if written consents, setting forth the action taken, are signed and dated by the holders of outstanding shares or members or their proxies that have not less than the minimum number of votes that is necessary to authorize or take the action at a meeting at which all shares or members entitled to vote on the action were present and voted. The corporation shall give prompt notice of any corporate action taken without a meeting by less than unanimous written consent to those shareholders or members that did not consent to the action in writing. (2) If the shareholders or members take an action by written consent under subsection (1) that would require filing of a certificate under any other section of this act if the action had been taken at a meeting of the shareholders or members, the certificate filed under that other section shall state, in lieu of any statement required by that section concerning a vote of shareholders or members, that both written consent and written notice have been given as provided in subsection (1). (3) Any action the shareholders or members are required or permitted by this act to take at an annual or special meeting may be taken without a meeting, without prior notice, and without a vote, if before or after the action all the shareholders or members entitled to vote on the action or their proxies consent to the action in writing. If the shareholders or members take an action by written consent under this subsection that requires filing of a certificate under any other section of this act if the action had been taken at a meeting, the certification filed under the other section shall state, in lieu of any statement required by that section concerning a vote of the shareholders or members, that written consent has been given as provided in this subsection. (4) An electronic transmission that consents to an action that is transmitted by a shareholder, member, or proxy holder, or by a person authorized to act for the shareholder, member, or proxy holder, is written, signed, and dated for the purposes of this section if the electronic transmission is delivered with information from which the corporation can determine that the electronic transmission was transmitted by the shareholder, member, or proxy holder, or by a person authorized to act for the shareholder, member, or proxy holder, and the date on which the electronic transmission was transmitted. The date on which an electronic transmission is transmitted is the date on which the consent was signed for purposes of this section. A consent given by electronic transmission is not delivered until it is reproduced in paper form and the paper form is delivered to the corporation by delivery to its registered office in this state, its principal office in this state, or an officer or agent of the corporation that has custody of the book in which proceedings of meetings of shareholders or members are recorded. Delivery to a corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Delivery to a corporation's principal office in this state or to an officer or agent of the corporation that has custody of the book in which proceedings of meetings of shareholders or members are recorded shall be made by hand, by certified or registered mail, return receipt requested, or in any other manner provided in the articles of incorporation or bylaws or by resolution of the board of directors of the corporation.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2408 — “(1) A corporation may provide in its articles of incorporation or in bylaws that are approved by the shareholders or members that any action the shareholders or members are required or permitted to take at an annual or special meeting, including the election of directors, may be taken without a meeting if the corporation provides a ballot to each shareholder or member that is entitled to vote on the action in the manner provided in section 404 for providing notice of meetings of shareholders or members. A provision in the articles of incorporation or bylaws authorizing shareholder or member action by ballot shall not preclude calling or holding annual or special meetings of shareholders or members. (2) The ballot provided to shareholders or members under subsection (1) shall meet all of the following: (a) Set forth each proposed action. (b) Provide an opportunity for the shareholders or members to vote for or against each proposed action. (c) Specify a time by which the corporation must receive a ballot in order to be counted as a vote of the shareholder or member. The time specified shall be not less than 20 or more than 90 days after the date the corporation provides the ballot to the shareholders or members. (3) An action is considered approved by the shareholders or members by ballot if the total number of shareholders or members voting or the total number of shareholder or member votes cast in ballots received by the corporation by the time specified in the ballots equals or exceeds the quorum required to be present at a meeting to take the action, and the number of favorable votes equals or exceeds the number of votes that would be required to approve the action at a meeting at which the number of votes cast by shareholders or members present was the same as the number of votes cast by ballot. Except as otherwise provided in the articles of incorporation, an invalid ballot, an abstention, or the submission of a ballot marked "abstain" with respect to any action does not constitute a vote cast on that action. (4) Except as otherwise provided in the articles of incorporation or bylaws, a shareholder or member may not revoke a ballot received by the corporation. (5) Subject to subsection (6), a corporation that provides in its articles of incorporation or bylaws for shareholder or member action by ballot may establish procedures that enable shareholders or members or a specified number or percentage of shareholders or members to include proposed actions in a ballot. (6) If holders of at least 10% of all the voting shares or of at least 10% of the member votes submit a proposal for action by the shareholders or members, a corporation that provides in its articles of incorporation or bylaws for membership action by ballot shall include the proposed action in a ballot and submit that ballot to the shareholders or members as provided in this section. (7) If any other section of this act requires the filing of a certificate with the department if an action is approved by vote of the shareholders or members at a meeting, the shareholders or members may approve that action by ballot under subsection (1) and, in lieu of any statement required under that section concerning the vote of the shareholders or members at a meeting, the certificate shall state that the action was approved by ballot under this section.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2409 — “(1) A corporation may provide in its articles of incorporation or in bylaws that are approved by the shareholders or members that any action the shareholders or members are required or permitted take at an annual or special meeting, including the election of directors, may be taken without a meeting if the corporation provides a ballot to each shareholder or member that is entitled to vote that allows the shareholder or member to vote at a polling place or at polling places established by the corporation that are reasonably accessible to the shareholders or members. The corporation shall provide notice to each shareholder or member that is entitled to cast a ballot at a shareholder or member vote held at a polling place or at polling places under this subsection within the same time and in the same manner provided for notice of meetings of shareholders or members under this act. The notice shall describe each proposed action that is included on the ballot, the location of the polling place or places, and the times when the polling places are open. A provision in the articles of incorporation or bylaws that authorizes shareholder or member action by ballot cast at a polling place or at polling places does not preclude the calling or holding of an annual or special meeting of shareholders or members. (2) A ballot authorized under subsection (1) shall describe each proposed action and provide an opportunity for a shareholder or member to vote for or against the action. (3) An action is considered approved by the shareholders or members by ballot under this section if the total number of shareholders or members that vote or the total number of votes cast by shareholders or members at the polling place or polling places during the period when the polls were open equals or exceeds the quorum required to be present at a meeting to take that action, and the number of favorable votes equals or exceeds the number of votes that would be required to take the action at a meeting at which the number of votes cast by shareholders or members present was the same as the number of votes cast by ballot. Except as otherwise provided in the articles of incorporation, an invalid ballot, an abstention, or the submission of a ballot marked "abstain" with respect to any action does not constitute a vote cast on that action. (4) Except as otherwise provided in the articles of incorporation or bylaws, a shareholder or member may not revoke a ballot cast at a polling place. (5) Subject to subsection (6), a corporation that provides in its articles of incorporation or bylaws for shareholder or member action by ballot cast at a polling place or at polling places may establish procedures that enable shareholders or members or a specified number or percentage of shareholders or members to include proposed actions in a ballot. (6) If holders of at least 10% of all the voting shares or of at least 10% of the member votes submit a proposed action by the shareholders or members, a corporation that provides in its articles of incorporation or bylaws for membership action by ballot cast at a polling place or at polling places shall include the proposed action in a ballot and submit such ballot to the shareholders or members as provided in this section. (7) If any other section of this act requires the filing of a certificate with the department if an action is approved by vote of the shareholders or members at a meeting, the shareholders or members may approve that action by ballot under subsection (1) and, in lieu of any statement required under that section concerning the vote of the shareholders or members at a meeting, the certificate shall state that the action was approved by ballot under this section.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2415 — “(1) Unless a greater or lesser quorum is provided in the articles of incorporation, in a bylaw adopted by the shareholders, members, or incorporators, or in this act, shares or members entitled to cast a majority of the votes at a meeting constitute a quorum at the meeting. If the withdrawal of shareholders or members leaves less than a quorum before adjournment, the remaining shareholders or members present in person or by proxy at the meeting may continue to do business until adjournment. Whether or not a quorum is present, a meeting may be adjourned by a vote of the shareholders or members present. (2) If the holders of a class of shares or members of a class are entitled to vote separately on an item of business, this section applies in determining the presence of a quorum of the class for transaction of the item of business.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2442 — “(1) The articles of incorporation or bylaws may provide that a class of shares or members shall vote as a class to authorize any action, including amendment to the articles of incorporation. A vote as a class under this section is in addition to any other vote required under this act. If voting as a class is provided in the articles of incorporation or bylaws, it shall be by the proportionate vote provided in the articles of incorporation or bylaws or, if a proportionate vote is not so provided, then for any action other than the election of directors, by a majority of the votes cast by the holders of shares or members of the class entitled to vote on the action. (2) If voting as a class is required under this act to authorize an action, the action is authorized if it receives the affirmative vote of a majority of the votes cast by the shareholders or members of each class entitled to vote on that action, unless a higher vote is required in the articles of incorporation or under another section of this act. A vote as a class under this subsection is in addition to any other vote required under this act. (3) Unless otherwise provided in the articles of incorporation, abstaining from a vote or submitting a ballot marked "abstain" with respect to an action that requires authorization by a class of shareholders or members is not a vote cast on that action.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2523 — “(1) A majority of the members of a board who are then in office, or of the members of a committee of the board, constitutes a quorum for the transaction of business, unless the articles of incorporation or bylaws, or in the case of a committee, the board resolution that establishes the committee, provide for a larger or smaller number. However, a quorum of the board may not be less than 1/3 of the members of the board who are then in office and a quorum of an executive committee acting on behalf of the board under section 527 may not be less than 1/3 of members of the executive committee. The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the board or of the committee, unless the vote of a larger number is required under this act, the articles of incorporation, or the bylaws, or in the case of a committee, the board resolution that establishes the committee. (2) Amendment of the bylaws by a board requires the vote of not less than a majority of the members of the board then in office, unless the articles of incorporation or bylaws provide for a larger number.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2525 — “Unless prohibited by the articles of incorporation or bylaws, action required or permitted to be taken under authorization voted at a meeting of the board or a committee of the board may be taken without a meeting if, before or after the action, all members of the board then in office or of the committee consent to the action in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the board or committee. The consent has the same effect as a vote of the board or committee for all purposes.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2529 — “A corporation may agree to submit a matter to a vote of its shareholders or members even if, after approving the matter, the board of directors later determines that it no longer recommends the matter or recommends against approval of the matter by the shareholders or members.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2131(6) — “(6) A document filed under subsection (2) is effective at the time it is endorsed unless a subsequent effective time, not later than 90 days after the date of delivery, is set forth in the document.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.3060(1)(g),(o) — “(g) A certificate of dissolution, $10.00. (o) A certificate of revocation of dissolution proceedings, $10.00.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.2106(3) — “(3) "Department" means the department of licensing and regulatory affairs.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.251 — “(1) A nonprofit corporation, foundation, trustee corporation, or other corporation, or entity organized under the laws of this state whose purposes include operating or holding property for any charitable purpose, unless it is organized for religious purposes, shall not do any of the following unless it complies with subsection (2): (a) Enter into a merger with another domestic or foreign nonprofit corporation, domestic or foreign business corporation, or other domestic or foreign business entity. (b) Amend or restate its articles of incorporation to become a corporation governed by the business corporation act, 1972 PA 284, MCL 450.1101 to 450.2098. (c) Convert an entity described in subdivision (a) into another form of domestic or foreign business organization. (d) Dissolve. (2) A corporation or entity described in subsection (1) must give written notice to the attorney general before filing an amendment to or restatement of its articles of incorporation, a certificate of conversion, or any other paper or document concerning a merger, conversion, or dissolution described in subsection (1) with any other state agency or court. (3) A corporation that is subject to this act and that is automatically dissolved under section 801(1)(a) or section 922 of the nonprofit corporation act, 1982 PA 166, MCL 450.2801 and 450.2922, shall give notice of the dissolution to the attorney general within 60 days after the automatic dissolution of the corporation. (4) The attorney general may require that a corporation or entity described in subsection (1) that is involved in a merger, conversion, or dissolution described in that subsection submit to the attorney general an accounting of the assets of the corporation and of their administration and disposition. (5) The attorney general may require that the dissolution of a corporation or entity described in subsection (1) be accomplished by proceedings in the circuit court for Ingham county or for the county in which the registered office or principal place of business of the corporation or entity is located. The attorney general is a necessary party to the dissolution proceedings and shall be given due notice of those proceedings. (6) The attorney general may consent to the dissolution of a corporation or other entity described in subsection (1) without court proceedings. However, the consent to a dissolution by the attorney general under this subsection does not affect or limit the application of any other statutory provisions that require court proceedings in connection with the dissolution of a corporation or other entity described in subsection (1).” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.252 — “(1) The department of licensing and regulatory affairs shall not accept any of the following for filing unless it is accompanied by an order of a circuit court dissolving the corporation or entity, the written consent of the attorney general under section 2a to the dissolution of the corporation or entity, or an affidavit described in section 2a: (a) A certificate of dissolution of a corporation or other entity described in section 1(1). (b) A certificate of merger of a corporation or other entity described in section 1(1). (c) An amendment to the articles of incorporation, restated articles of incorporation, or a certificate of conversion to become or that converts a corporation or other entity described in section 1(1) to a corporation governed by the business corporation act, 1972 PA 284, MCL 450.1101 to 450.2098, or another domestic or foreign business entity. (d) Any amendment to the articles of incorporation of a corporation described in section 1(1) that changes its term of existence to a specific date. (2) The department of licensing and regulatory affairs shall not issue a certificate of withdrawal from this state of a foreign corporation or entity whose nature and purposes are similar to those domestic corporations or entities described in section 1(1), unless the request for a certificate of withdrawal is accompanied by the written consent of the attorney general under section 2a or an affidavit described in section 2a.” Michigan Legislature. Accessed 2026-09-29.

• MCL § 450.252a — “(1) If a charitable corporation or other entity described in section 1(1) submits a written request to the attorney general for consent to the filing of a certificate of dissolution, merger, or conversion, an amendment to or restatement of its articles of incorporation, or to a dissolution or if a foreign corporation submits a written request for consent to filing a certificate of withdrawal under this act, the attorney general shall, within 120 days after the attorney general receives the request, either provide written consent to the filing or dissolution or give written notice to the person that submitted the request, specifying the reasons for the refusal to consent or requesting that the person provide additional information. (2) If the attorney general fails to provide the written notice required under subsection (1) within the 120-day period described in that subsection, the person that submitted the request may prepare an affidavit attesting to the submission of that request and the failure of the attorney general to respond and may submit the affidavit to the department of licensing and regulatory affairs under section 2. (3) A domestic or foreign charitable corporation or other entity that is subject to this act may seek judicial review of the refusal of the attorney general to consent to a transaction described in subsection (1) under sections 103, 104, and 106 of the administrative procedures act of 1969, 1969 PA 306, MCL 24.303, 24.304, and 24.306.” Michigan Legislature. Accessed 2026-09-29.