BUSINESS CORPORATION ACT
Act 284 of 1972
450.1106 Definitions; C to E.
Sec. 106.
(1) "Corporation" or "domestic corporation" means a corporation formed under this act, or existing on January 1, 1973 and formed under any other statute of this state for a purpose for which a corporation may be formed under this act.
(2) "Department" means the department of licensing and regulatory affairs.
(3) "Director" means a member of the board of a corporation.
(4) "Distribution" means a direct or indirect transfer of money or other property, except the corporation's shares, or the incurrence of indebtedness by the corporation to or for the benefit of its shareholders in respect to the corporation's shares. A distribution may be in the form of a dividend, a purchase, redemption or other acquisition of shares, an issuance of indebtedness, or any other declaration or payment to or for the benefit of the shareholders.
(5) "Electronic transmission" or "electronically transmitted" means any form of communication that meets all of the following:
(a) It does not directly involve the physical transmission of paper.
(b) It creates a record that may be retained and retrieved by the recipient.
(c) It may be directly reproduced in paper form by the recipient through an automated process.
History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1973, Act 98, Imd. Eff. Aug. 8, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001 ;-- Am. 2006, Act 68, Imd. Eff. Mar. 20, 2006 ;-- Am. 2012, Act 569, Imd. Eff. Jan. 2, 2013
Notes of Decisions
Wells v. Sleep (In Re Michigan Mach. Tool Control Corp.), 381 B.R. 657 (Bankr. E.D. Mich. 2008).
· cites it 6× “1551(3) In Count II of the Complaint, the Trustee asserts that the payments made to Defendants under the promissory notes were “distributions” as defined by MCL § 450.1106(4) and that they constitute unauthorized distributions to shareholders in violation of MCL §§ 450.”
Gold v. Winget (In Re NM Holdings Co.), 407 B.R. 232 (Bankr. E.D. Mich. 2009).
· cites it 3× “” Mich. Comp. Laws Ann. § 450.1106 (4). Neither requirement is met under the allegations of the Complaint.”
Gilliam v. Hi-Temp Prods. Inc., 677 N.W.2d 856 (Mich. Ct. App. 2004).
“1106(4) defines "distribution" for purposes of the BCA as follows: "Distribution" means a direct or indirect transfer of money or other property, except the corporation's shares, or the incurrence of indebtedness by the corporation to or for the benefit of its shareholders in…”
Gilliam v. Hi-Temp Prods., Inc., 677 N.W.2d 856 (Mich. Ct. App. 2003).
“1106(4) defines “distribution” for purposes of the BCA as follows: “Distribution” means a direct or indirect transfer of money or other property, except the corporation’s shares, or the incurrence of indebtedness by the corporation to or for the benefit of its shareholders in…”
Frank v. Zaret (In Re Peet Packing Co.), 231 B.R. 42 (Bankr. E.D. Mich. 1999).
“Laws § 450.1106(3). Given the term’s definition, it is obvious that the Defendants — neither of whom ever owned shares in the Debtor — received no “distribution.”
Oleksy v. Sisters of Mercy, 253 N.W.2d 772 (Mich. Ct. App. 1977).
“MCLA 450.1106; MSA 21.200(106). Sisters of Mercy is a non-profit corporation.”
Leslie J Murphy v. Samuel M Inman III (Mich. 2022).
“27 The BCA defines “corporation” simply as “a corporation formed under this act, or existing on January 1, 1973 and formed under any other statute of this state for a purpose for which a corporation may be formed under this act,” MCL 450.1106(1), and defines “shareholder” as “a…”
— Mich. Comp. Laws § 450.1106(1) — 2 cases
Leslie J Murphy v. Samuel M Inman III (Mich. 2022).
“27 The BCA defines “corporation” simply as “a corporation formed under this act, or existing on January 1, 1973 and formed under any other statute of this state for a purpose for which a corporation may be formed under this act,” MCL 450.1106(1), and defines “shareholder” as “a…”
— Mich. Comp. Laws § 450.1106(3) — 1 case
Frank v. Zaret (In Re Peet Packing Co.), 231 B.R. 42 (Bankr. E.D. Mich. 1999).
“Laws § 450.1106(3). Given the term’s definition, it is obvious that the Defendants — neither of whom ever owned shares in the Debtor — received no “distribution.”
— Mich. Comp. Laws § 450.1106(4) — 5 cases
Wells v. Sleep (In Re Michigan Mach. Tool Control Corp.), 381 B.R. 657 (Bankr. E.D. Mich. 2008).
“1551(3) In Count II of the Complaint, the Trustee asserts that the payments made to Defendants under the promissory notes were “distributions” as defined by MCL § 450.1106(4) and that they constitute unauthorized distributions to shareholders in violation of MCL §§ 450.”
Gilliam v. Hi-Temp Prods. Inc., 677 N.W.2d 856 (Mich. Ct. App. 2004).
“1106(4) defines "distribution" for purposes of the BCA as follows: "Distribution" means a direct or indirect transfer of money or other property, except the corporation's shares, or the incurrence of indebtedness by the corporation to or for the benefit of its shareholders in…”
Gilliam v. Hi-Temp Prods., Inc., 677 N.W.2d 856 (Mich. Ct. App. 2003).
“1106(4) defines “distribution” for purposes of the BCA as follows: “Distribution” means a direct or indirect transfer of money or other property, except the corporation’s shares, or the incurrence of indebtedness by the corporation to or for the benefit of its shareholders in…”
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