Mich. Comp. Laws » Michigan Compiled Laws / Chapter 421 / Act 1 of 1936 (Ex. Sess.)
Michigan Compiled Laws

Mich. Comp. Laws § 421.22 (2026)

Transfer of business.

✓ current as of July 2026
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MICHIGAN EMPLOYMENT SECURITY ACT


Act 1 of 1936 (Ex. Sess.)


421.22 Transfer of business.

Sec. 22.

    (a) If an employer subject to this act transfers any of the assets of the business by any means otherwise than in the ordinary course of trade and there is not substantially common ownership, management, or control of the transferor and the transferee, the transfer shall be deemed a "transfer of business" for the purposes of this section if the commission determines both of the following:

    (1) That the transferee is an employer subject to this act on the transfer date, has become subject to this act as of the transfer date under section 41(2)(a) or elects to become subject to this act as of the transfer date under section 25.

    (2) That the transferee has acquired and used the transferor's trade name or good will, or that the transferee has continued or within 12 months after the transfer resumed all or part of the business of the transferor either in the same establishment or elsewhere.

    (b) Notwithstanding subsection (a), a transfer of assets to a transferee that involves less than 75% of the transferor's assets shall not be deemed a transfer of business unless all of the following occur:

    (1) The commission is notified of the transfer of assets by the transferor or transferee within 30 days after the end of the quarter in which the transfer occurred.

    (2) The commission receives within 30 days after its request written approval by the transferor and transferee of an experience account transfer determined in accordance with the provisions of subsection (c).

    (3) In the case of a transferee who elects under section 25 to become subject as of the transfer date, the commission receives the election within 30 days after the mailing of a notice of the right to elect.

    (c) (1) In the case of a transfer of business as defined in subsection (a) or (b), the commission shall assign the transferor's experience account, or a pro rata part of the account, to the transferee. The commission shall make the assignment as of the date on which the business is transferred or as of June 30 of the year in which the business was transferred, whichever date is earlier. The pro rata part of the transferor's experience account to be assigned to the transferee shall be determined on the basis of the percentage relationship to the nearest 1/2 of 1% that the insured payroll for the 4 completed calendar quarters immediately before the date of transfer properly allocable to the transferred portion of the business bears to the insured payroll for the same period allocable to the entire business of the transferor immediately before the date of the transfer.

    (2) When the commission transfers an employer's experience account in whole or in part under this section, it shall also transfer a proportionate share of the amount of the total wages and wages subject to contributions under this act paid by the transferor and properly allocable to the transfer of business; and the transferred account shall be chargeable for all benefit payments based on employment in the business or portion of the business transferred.

    (3) In determining whether the transferee qualifies for a contribution rate that includes a chargeable benefits component under section 19, the experience of the transferred account shall be included as part of the experience of the transferee's experience account. If on the date of the transfer the transferee qualified for a contribution rate that includes a chargeable benefits component and the transferor did not qualify because of the provisions of section 19(a)(1), the transferee shall not thereby lose the qualified status.

    (d) In the case of a transfer of business as defined in subsection (a) or (b) of this section, contribution rates are determined as follows:

    (1) The rates of contributions applicable to the transferor and transferee for the calendar year after the calendar year of the transfer shall be respectively determined in accordance with section 19. In case of a transfer of part of an employer's experience account under subsection (c), the rate of contributions applicable to the transferor and transferee shall not be changed for the portion of the current calendar year remaining on the transfer date. In case of a transfer of an employer's entire experience account under subsection (c), all of the following apply:

    (i) The transferor shall have no further interest in the experience account.

    (ii) The transferor's coverage shall be terminated as of the effective date of the transfer under section 24(b).

    (iii) If the transferor again becomes an employer as defined in section 41 in the same calendar year in which coverage is terminated, the transferor's contribution rate for the remainder of the calendar year shall be 2.7% as provided in section 19.

    (iv) The rate of contributions applicable to the transferee shall not be changed for the portion of the current calendar year remaining on the transfer date.

    (2) A transferee that has no rate of contributions applicable immediately before the transfer date shall, beginning with the first day of the quarter in which the transfer occurs, be assigned the same rate of contributions that applied to the transferor on the date of the transfer and a contribution rate of 2.7% for any portion of the calendar year before the first day of the quarter in which the transfer occurs.

    (3) If transfers of businesses simultaneously involve 2 or more transferors and a single transferee who has no rate of contributions applicable immediately before the transfer date, the transferee shall be assigned a contribution rate beginning with the first day of the quarter in which the transfers occur based upon the experience account percentage determined by the transferred experience account balances and the total and insured payrolls properly allocable to the transferee as of the date on which the businesses were transferred, or as of June 30 of the year in which the businesses were transferred, whichever is earlier, and a contribution rate of 2.7% for any portion of the calendar year before the first day of the quarter in which the transfers occur. If none of the transferors was an employer entitled to an adjusted contribution rate, then a contribution rate of 2.7% shall apply to the transferee for the calendar year in which the transfers occur.

History: 1936, Ex. Sess., Act 1, Imd. Eff. Dec. 24, 1936 ;-- Am. 1937, Act 347, Imd. Eff. Aug. 5, 1937 ;-- Am. 1941, Act 364, Imd. Eff. July 1, 1941 ;-- Am. 1943, Act 246, Imd. Eff. June 1, 1943 ;-- Am. 1947, Act 360, Imd. Eff. July 8, 1947 ;-- CL 1948, 421.22 ;-- Am. 1954, Act 197, Imd. Eff. May 7, 1954 ;-- Am. 1955, Act 281, Eff. July 15, 1955 ;-- Am. 1957, Act 311, Imd. Eff. June 21, 1957 ;-- Am. 1965, Act 281, Eff. Sept. 5, 1965 ;-- Am. 1967, Act 254, Imd. Eff. July 19, 1967 ;-- Am. 1968, Act 338, Imd. Eff. July 19, 1968 ;-- Am. 1971, Act 231, Imd. Eff. Jan. 3, 1972 ;-- Am. 1974, Act 104, Eff. June 9, 1974 ;-- Am. 1977, Act 155, Imd. Eff. Nov. 8, 1977 ;-- Am. 2005, Act 17, Eff. July 1, 2005

Notes of Decisions
Cited in 14 cases, 1951–2016 · leading case: In Re Pine Knob Inv., 20 B.R. 714 (Bankr. E.D. Mich. 1982).
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In Re Pine Knob Inv., 20 B.R. 714 (Bankr. E.D. Mich. 1982). · cites it 2× “The statutory provisions mentioned above are not affected by the debtors’ status as debtors in possession under Title 11.”
Michigan Emp. Sec. Comm'n v. Wolverine Radio Co. (In re Wolverine Radio Co.), 930 F.2d 1132 (6th Cir. 1991). · cites it 4× “See Mich.Comp.Laws Ann. § 421.22; 18 In re Pine Knob, 20 B.”
Emp. Sec. Comm'n v. Arrow Plating Co., 159 N.W.2d 378 (Mich. Ct. App. 1968). · cites it 4× “NOTES [1] CLS 1961, § 421.22 (Stat Ann 1963 Cum Supp § 17.524).”
In re Old Carco LLC, 505 B.R. 151 (Bankr. S.D.N.Y. 2014). “” Mich. Comp. Laws § 421.22 (c)(1). On June 3, 2009, New Chrysler submitted a UIA Employer e-Registration form to Michigan.”
Emp. Sec. Comm'n v. Crane, 54 N.W.2d 616 (Mich. 1952). “Section 22(2) (CL 1948, §421.22 [2] [Stat Ann 1950 Rev § 17.524(2)] )* declares that the experience records of 2 or more employers may be combiiled where a change in the legal entity or form of an employer has been effected by a change of ownership or in the composition of a…”
Valley Metal Prods. Co. v. Emp. Sec. Comm'n, 112 N.W.2d 470 (Mich. 1961). “This action requires the construction of certain portions of section 22 of the employment security act, as then last amended by PA 1955, No 281, being CLS 1956, § 421.22 (Stat Ann 1955 Cum Supp § 17.524).”
Senco Brands, Inc. v. Ohio Dept. of Job & Fam. Servs., 2016 Ohio 4769 (Ohio Ct. App. 2016). “In Ohio, a corporation that purchases the assets of another may be liable for obligations of its predecessor if the buyer corporation is merely a continuation of the seller 5 Mich. Comp. Laws Ann. § 421.22 provides, in relevant part, as follows: (a) If an employer subject to…”
K & K Woodworking, Inc v. Michigan Emp. Sec. Comm'n, 522 N.W.2d 694 (Mich. Ct. App. 1994). “This result dovetails harmoniously with other sections of the mesa pertaining to successor employers, such as MCL 421.22(a); MSA 17.524(a), which specifically recognizes that business transfers may occur other than in the ordinary course of trade.”
Dep't of Talent & Econ. Dev. v. R2m LLC (Mich. Ct. App. 2016). · cites it 5× “33,1 the trial court properly concluded that transferring only part of the experience account to R2M as a successor employer to Spectrum Lanes was contrary to the plain language of MCL 421.22(c)(1). MCL 421.22(c)(1) provides: In the case of a transfer of business .”
Emp. Sec. Comm'n v. Allied Supermarkets, Inc., 160 N.W.2d 359 (Mich. Ct. App. 1968). · cites it 3× “Plaintiff is on appeal to this Court from a decision of the Ingham county circuit court, *653 affirming the Michigan employment security appeal board which in turn had affirmed the referee, refusing to uphold plaintiff’s determination that on September 7, 1963, defendants had…”
Baxter Decorating & Painting Co. v. Michigan Emp. Sec. Comm'n, 191 N.W.2d 91 (Mich. Ct. App. 1971). · cites it 3× “See MOLA 1971 Cum Supp § 421.22(a) (2) (Stat Ann 1971 Cum Supp § 17.”
Grand Rapids Dry Goods Co. v. Emp. Sec. Comm'n, 82 N.W.2d 479 (Mich. 1957). “” CL 1948, § 421.22 (Stat Ann 1950 Rev § 17.524). “Sec.”
Show all 14 citing cases →
— Mich. Comp. Laws § 421.22(a) — 2 cases
K & K Woodworking, Inc v. Michigan Emp. Sec. Comm'n, 522 N.W.2d 694 (Mich. Ct. App. 1994). “This result dovetails harmoniously with other sections of the mesa pertaining to successor employers, such as MCL 421.22(a); MSA 17.524(a), which specifically recognizes that business transfers may occur other than in the ordinary course of trade.”
Baxter Decorating & Painting Co. v. Michigan Emp. Sec. Comm'n, 191 N.W.2d 91 (Mich. Ct. App. 1971). “See MOLA 1971 Cum Supp § 421.22(a) (2) (Stat Ann 1971 Cum Supp § 17.”
— Mich. Comp. Laws § 421.22(a)(2) — 1 case
Baxter Decorating & Painting Co. v. Michigan Emp. Sec. Comm'n, 191 N.W.2d 91 (Mich. Ct. App. 1971). “See MOLA 1971 Cum Supp § 421.22(a) (2) (Stat Ann 1971 Cum Supp § 17.”
— Mich. Comp. Laws § 421.22(b) — 1 case
Baxter Decorating & Painting Co. v. Michigan Emp. Sec. Comm'n, 191 N.W.2d 91 (Mich. Ct. App. 1971). “See MOLA 1971 Cum Supp § 421.22(a) (2) (Stat Ann 1971 Cum Supp § 17.”
— Mich. Comp. Laws § 421.22(c)(1) — 1 case
Dep't of Talent & Econ. Dev. v. R2m LLC (Mich. Ct. App. 2016). “33,1 the trial court properly concluded that transferring only part of the experience account to R2M as a successor employer to Spectrum Lanes was contrary to the plain language of MCL 421.22(c)(1). MCL 421.22(c)(1) provides: In the case of a transfer of business .”
— Mich. Comp. Laws § 421.22(e) — 1 case
Ha-Marque Fabricators, Inc. v. Michigan Emp. Sec. Comm'n, 444 N.W.2d 190 (Mich. Ct. App. 1989).
— Mich. Comp. Laws § 421.22(e)(2) — 2 cases
In Re Pine Knob Inv., 20 B.R. 714 (Bankr. E.D. Mich. 1982). “The statutory provisions mentioned above are not affected by the debtors’ status as debtors in possession under Title 11.”
Michigan Emp. Sec. Comm'n v. Wolverine Radio Co. (In re Wolverine Radio Co.), 930 F.2d 1132 (6th Cir. 1991). “See Mich.Comp.Laws Ann. § 421.22; 18 In re Pine Knob, 20 B.”
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