Mich. Comp. Laws » Michigan Compiled Laws / Chapter 205 / Act 167 of 1933
Michigan Compiled Laws

Mich. Comp. Laws § 205.65 (2026)

Certificate of dissolution or withdrawal.

✓ current as of July 2026
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GENERAL SALES TAX ACT


Act 167 of 1933


205.65 Certificate of dissolution or withdrawal.

Sec. 15.

    A domestic corporation, a foreign corporation, or other business entity authorized to transact business in this state that submits a certificate of dissolution or requests a certificate of withdrawal from this state shall request a certificate from the department stating that taxes are not due under section 27a of 1941 PA 122, MCL 205.27a, not more than 60 days after submitting the certificate of dissolution or requesting the certificate of withdrawal. A corporation or other business entity that does not request a certificate stating that taxes are not due is subject to the same penalties under section 24 of 1941 PA 122, MCL 205.24, that a taxpayer would be subject to for failure to file a return.

History: 1933, Act 167, Imd. Eff. June 28, 1933 ;-- CL 1948, 205.65 ;-- Am. 1949, Act 272, Eff. July 1, 1949 ;-- Am. 1971, Act 160, Imd. Eff. Nov. 24, 1971 ;-- Am. 1993, Act 325, Eff. May 1, 1994 ;-- Am. 2002, Act 579, Imd. Eff. Oct. 14, 2002 ;-- Am. 2003, Act 25, Imd. Eff. June 24, 2003

Compiler's Notes:

    Enacting section 1 of Act 25 of 2003 provides:

    “Enacting section 1. This amendatory act takes effect for returns and remittances for those returns that are due or filed on or after the effective date of this amendatory act.”

Notes of Decisions
Cited in 8 cases, 1984–2001 · leading case: Keith v. Dep't of Treasury, 418 N.W.2d 691 (Mich. Ct. App. 1987).
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Keith v. Dep't of Treasury, 418 N.W.2d 691 (Mich. Ct. App. 1987). · cites it 3× “MCL 205.65(2); MSA 7.536(2) provides in pertinent part:___ *108 If a corporation licensed under this act fails for any reason to file the required returns or to pay the tax due, any of its officers having control, or supervision of, or charged with the responsibility for making…”
Stackpoole v. Dep't of Treasury, 486 N.W.2d 322 (Mich. Ct. App. 1992). · cites it 2× “Stackpoole appealed the personal assessment to the Michigan Tax Tribunal.”
Livingstone v. Dep't of Treasury, 426 N.W.2d 184 (Mich. Ct. App. 1988). “Furthermore, because only those corporate officers who are responsible for the preparing of sales tax returns and the payment of taxes may be held personally liable for the corporation’s unpaid tax liability and such an officer should be privy to the information contained in the…”
Hartung v. State, Dep't of Labor, 22 P.3d 1 (Alaska 2001). · cites it 2× “§§ 8-4-101—8-4-102; Mich. Comp. Laws Ann. § 205.96 (5) (corporate taxes); Mich.”
Peterson v. Dep't of Treasury, 377 N.W.2d 887 (Mich. Ct. App. 1985). · cites it 3× “Accordingly, the tribunal held that petitioner was personally responsible for Bay Side Door’s failure to pay the taxes due to the state *447 pursuant to MCL 205.65(2); MSA 7.536(2). From this decision, petitioner appeals as of right.”
Detroit Hilton Ltd. P'ship v. Dep't of Treasury, 373 N.W.2d 586 (Mich. 1985). “Under § 15(2), MCL 205.65(2); MSA 7.536(2), if a corporation fails to file a return, or pay taxes due, personal tax liability may be imposed on the officers having control of, supervision of, or responsibility for the making of tax returns or payments.”
Helder v. Michigan (In re Helder), 43 B.R. 40 (W.D. Mich. 1984). · cites it 2× “Mich. Comp.Laws § 205.65 (Micb.Stat.Ann. § 7.”
Keith v. Dep't of Treasury, 448 N.W.2d 491 (Mich. Ct. App. 1989). · cites it 2× “See MCL 205.22; MSA 7.657(22). Subsequently, the Treasury Department sought to hold Keith personally liable for the deficiencies, based on his status as a responsible corporate officer.”
— Mich. Comp. Laws § 205.65(2) — 5 cases
Keith v. Dep't of Treasury, 418 N.W.2d 691 (Mich. Ct. App. 1987). “MCL 205.65(2); MSA 7.536(2) provides in pertinent part:___ *108 If a corporation licensed under this act fails for any reason to file the required returns or to pay the tax due, any of its officers having control, or supervision of, or charged with the responsibility for making…”
Livingstone v. Dep't of Treasury, 426 N.W.2d 184 (Mich. Ct. App. 1988). “Furthermore, because only those corporate officers who are responsible for the preparing of sales tax returns and the payment of taxes may be held personally liable for the corporation’s unpaid tax liability and such an officer should be privy to the information contained in the…”
Peterson v. Dep't of Treasury, 377 N.W.2d 887 (Mich. Ct. App. 1985). “Accordingly, the tribunal held that petitioner was personally responsible for Bay Side Door’s failure to pay the taxes due to the state *447 pursuant to MCL 205.65(2); MSA 7.536(2). From this decision, petitioner appeals as of right.”
Detroit Hilton Ltd. P'ship v. Dep't of Treasury, 373 N.W.2d 586 (Mich. 1985). “Under § 15(2), MCL 205.65(2); MSA 7.536(2), if a corporation fails to file a return, or pay taxes due, personal tax liability may be imposed on the officers having control of, supervision of, or responsibility for the making of tax returns or payments.”
Keith v. Dep't of Treasury, 448 N.W.2d 491 (Mich. Ct. App. 1989). “See MCL 205.22; MSA 7.657(22). Subsequently, the Treasury Department sought to hold Keith personally liable for the deficiencies, based on his status as a responsible corporate officer.”
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