Corporation Voluntary Dissolution and Closure Packet - Michigan

MICHIGAN CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual Michigan domestic profit corporation using the board-and-shareholder route under MCL 450.1804 or another Form 531 authorization route independently verified by Michigan counsel. Do not use for a disputed or judicial dissolution, insolvency or bankruptcy, nonprofit corporation, regulated entity, merger, or unresolved authority or ownership dispute.

Separate systems remain separate. A Michigan certificate of dissolution does not itself close federal or state tax accounts, payroll, licenses, bank accounts, contracts, benefit plans, insurance, or foreign registrations.

Use this packet with the universal board resolution and universal plan of dissolution and liquidation, customized to Michigan's approval and distribution rules.

1. ENTITY AND ROUTE CHECK

☐ LARA record, articles, bylaws, stock ledger, shareholder agreements, and board records reviewed.

☐ The selected authorization statement on current Form 531 matches the corporation's actual approval records.

2. MICHIGAN AUTHORIZATION GATE

For the ordinary board-and-shareholder route under MCL 450.1804:

☐ The board proposed dissolution.

☐ The board recommended dissolution or communicated the statutory basis for making no recommendation or recommending against dissolution.

☐ Each shareholder of record received meeting notice, whether or not entitled to vote, stating that a purpose of the meeting was to vote on dissolution.

☐ Holders of a majority of the outstanding shares entitled to vote approved dissolution.

Approval record

If written consent, a shareholder agreement, or another route shown on Form 531 is used, do not rely on this meeting checklist; attach a Michigan-counsel memorandum identifying the governing statute and required notice.

3. CERTIFICATE OF DISSOLUTION

Under MCL 450.1804(7), the certificate for the board-and-shareholder route states the corporate name, date and place of the shareholder meeting, and that dissolution was proposed and approved by the requisite board and shareholder vote.

☐ Current LARA Form 531 completed with the exact name, identification number, and approval route.

☐ Authorized officer or agent signed.

☐ Any subsequent effective date is within 90 days after receipt, as stated on the current form.

As of 2026-07-29, Form 531 revised July 2025 and the official fee schedule state a $10 filing fee. Recheck the current form, fee, filing channel, and instructions immediately before submission.

4. WINDING UP AND DISTRIBUTIONS

Under MCL 450.1833, a dissolved corporation continues its existence but may carry on business only to wind up: collect assets, transfer assets not distributed in kind, pay debts and other liabilities, and perform acts incident to liquidation.

Under MCL 450.1855a, before distributing assets to shareholders the corporation must pay or provide for debts, obligations, and liabilities, including reasonably estimable obligations anticipated after dissolution. Only after payment or adequate provision may remaining assets be distributed according to shareholder rights and interests.

☐ Ordinary business stopped except for lawful winding-up activity.

☐ Existing and reasonably anticipated debts, obligations, liabilities, litigation, taxes, payroll, benefits, guarantees, and liens inventoried.

☐ Board documented the basis for every reserve, guarantee, assumption, or other adequate provision.

Liability and distribution log

Do not use an optional statutory claims-notice procedure unless Michigan counsel verifies the selected notice, publication, deadlines, claimant categories, and consequences.

5. SEPARATE CLOSURE WORK

☐ Final payroll, wage, benefits, and employee notices completed.

☐ Federal and Michigan tax and information-return work reviewed separately.

☐ Licenses, permits, assumed names, contracts, insurance, subscriptions, utilities, and financial accounts separately closed or transferred.

☐ Foreign registrations separately withdrawn.

☐ Records retained at [LOCATION] by [CUSTODIAN] through [DATE].

6. FINAL CLOSURE CERTIFICATE

The undersigned certifies that the selected authorization is documented; debts, obligations, and liabilities were paid or adequately provided for before distributions; and the Michigan filing was accepted.

Authorized officer/agent: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Michigan Legislature — MCL 450.1801
• Michigan Legislature — MCL 450.1804
• Michigan Legislature — MCL 450.1833
• Michigan Legislature — MCL 450.1855a
• Michigan LARA — Form 531

Statutes, form, and dated filing facts verified 2026-07-29; recheck immediately before submission.