Mich. Comp. Laws » Michigan Compiled Laws / Chapter 450 / Act 284 of 1972
Michigan Compiled Laws

Mich. Comp. Laws § 450.1261 (2026)

Corporate powers.

✓ current as of July 2026
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BUSINESS CORPORATION ACT


Act 284 of 1972


450.1261 Corporate powers.

Sec. 261.

    A corporation, subject to any limitation provided in this act, in any other statute of this state, or in its articles of incorporation, shall have power in furtherance of its corporate purposes to do all of the following:

    (a) Have perpetual duration.

    (b) Sue and be sued in all courts and participate in actions and proceedings, judicial, administrative, arbitrative, or otherwise, in the same manner as natural persons.

    (c) Have a corporate seal, and alter the seal, and use it by causing it or a facsimile to be affixed, impressed, or reproduced in any other manner.

    (d) Adopt, amend, or repeal bylaws, including emergency bylaws, relating to the business of the corporation, the conduct of its affairs, its rights and powers and the rights and powers of its shareholders, directors, or officers.

    (e) Elect or appoint officers, employees, and other agents of the corporation, prescribe their duties, fix their compensation and the compensation of directors, and indemnify corporate directors, officers, employees, and agents.

    (f) Purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with, real or personal property, or an interest in real or personal property, wherever situated.

    (g) Sell, convey, lease, exchange, transfer, or otherwise dispose of, or mortgage or pledge, or create a security interest in any of its property or an interest in its property, wherever situated.

    (h) Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer or otherwise dispose of, mortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares or other securities or interests issued by others, whether engaged in similar or different business, governmental, or other activities, including banking corporations or trust companies. A corporation organized or transacting business in this state under this act shall not guarantee or become surety upon a bond or other undertaking securing the deposit of public money.

    (i) Make contracts, give guarantees and incur liabilities, borrow money at rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property or an interest in its property, wherever situated. This power shall include the power to give guarantees that are necessary or convenient to the conduct, promotion, or attainment of the business of any of the following corporations, whether or not subject to this act, and domestic or foreign limited liability companies, and those guarantees shall be considered to be in furtherance of the corporate purposes of the contracting corporation:

    (i) All of the outstanding shares or interests of which are owned, directly or indirectly, by the contracting corporation.

    (ii) A corporation or limited liability company that owns, directly or indirectly, all of the outstanding shares of the contracting corporation.

    (iii) All of the outstanding shares or interests of which are owned, directly or indirectly, by a corporation, whether or not subject to this act, or a limited liability company that owns, directly or indirectly, all of the outstanding shares of the contracting corporation.

    (j) Lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.

    (k) Make donations for any of the following: The public welfare; community fund or hospital; or a charitable, educational, scientific, civic, or similar purpose. A corporation also has the power to provide aid in time of war or other national emergency.

    (l) Pay pensions, establish and carry out pension, profit sharing, share bonus, share purchase, share option, savings, thrift and other retirement, incentive and benefit plans, trusts, and provisions for any of its directors, officers, and employees.

    (m) Purchase, receive, take, otherwise acquire, own, hold, sell, lend, exchange, transfer, otherwise dispose of, pledge, use and otherwise deal in and with its own shares, bonds, and other securities.

    (n) Participate with others in any corporation, partnership, limited partnership, joint venture, or other association of any kind, or in any transaction, undertaking, or agreement which the participating corporation would have power to conduct by itself, whether or not the participation involves sharing or delegation of control with or to others.

    (o) Cease its corporate activities and dissolve.

    (p) Transact business, carry on its operations, and have offices and exercise the powers granted by this act in any jurisdiction in or outside the United States.

    (q) Have and exercise all powers necessary or convenient to effect any purpose for which the corporation is formed.

    (r) Participate as a member of any mutual insurance company for purposes of insuring property or activities relative to nuclear facilities owned, operated, constructed, or being constructed by the corporation.

History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 2006, Act 68, Imd. Eff. Mar. 20, 2006

Notes of Decisions
Cited in 13 cases (1 in the last 5 years), 1975–2021 · leading case: Salem Springs, LLC v. Salem Twp., 312 Mich. App. 210 (Mich. Ct. App. 2015).
Sort: Relevance Newest Treatment
Salem Springs, LLC v. Salem Twp., 312 Mich. App. 210 (Mich. Ct. App. 2015). · cites it 2× “4210; MCL 450.1261(b). Certainly, considering the authority possessed by the manager, plaintiff could, acting as the manager, file suit in Salem Springs Owner’s name, assuming that Salem Springs Owner possessed standing under MCL 600.”
Int'l Flavors & Textures, LLC v. Gardner, 966 F. Supp. 552 (W.D. Mich. 1997). · cites it 5× “§ 450.1261].” These powers include the powers to sue and be sued (M.”
Patterson v. Beverwyk, 922 N.W.2d 904 (Mich. Ct. App. 2017). · cites it 2× “) Petitioners, however, neglect to acknowledge the prefatory language in MCL 450.1261, which indicates that a corporation's authority under the statute, including the power to sue in the same manner as a natural person, is "subject to any limitation provided .”
Tennine Corp. v. Boardwalk Com., LLC, 315 Mich. App. 1 (Mich. Ct. App. 2016). “” MCL 450.1261(b). *8 The purpose of Part 201 of the NREPA, titled Environmental Remediation, MCL 324.”
Ameriwood Indus. Int'l Corp. v. Arthur Andersen & Co., 961 F. Supp. 1078 (W.D. Mich. 1997). “§ 450.1261(b). The fiction itself “is intended to be acted upon as though it were a fact.”
Detroit Edison Co. v. Pub. Serv. Comm'n, 342 N.W.2d 273 (Mich. Ct. App. 1983). “Edison argues that deductibility of all charitable contributions as a business expense is consis *522 tent with the Business Corporation Act (MCL 450.1261[k]; MSA 21.200[261][k]), the Internal Revenue Code and court decisions in other states.”
Petrus v. Dickinson Cnty. Bd. of Commissioners, 457 N.W.2d 359 (Mich. Ct. App. 1990). “1148(301), provides general authority as granted to corporations in Michigan and is similar to MCL 450.1261(q); MSA 21.200(261)(q) of the Michigan Business Corporation Act.”
Rare Earth, Inc. v. Hoorelbeke, 401 F. Supp. 26 (S.D.N.Y. 1975). “Mich.Comp.Laws Ann. § 450.1261 provides that “A corporation shall have power in furtherance of its corporate purposes to .”
Pittsburgh Tube Co. v. Tri-Bend, Inc., 463 N.W.2d 161 (Mich. Ct. App. 1990). “MCL 450.1261(g); MSA 21.200(261)(g) provided at the time of such pledge that a Michigan corporation has the power, in the furtherance of corporate purposes, to “[s]ell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, or create a security…”
Coopersville Motors, Inc. v. Federated Mut. Ins., 771 F. Supp. 2d 796 (W.D. Mich. 2011). · cites it 2× “Mich. Comp. Laws § 450.1261 (b) (“A corporation .”
Oleksy v. Sisters of Mercy, 285 N.W.2d 455 (Mich. Ct. App. 1979). “’ MCLA 450.1261 [MSA 21.200(261)]. "Title to the real estate on which Mercy Hospital is situated was acquired in 1915 by deed (Def Mercy Ex 4) to Sisters of Mercy, Diocese of Detroit, a predecessor to the present defendant, Mercy.”
in Re Lewerenz Est. (Mich. Ct. App. 2021). · cites it 2× “MCL 450.1261. Under MCL 450.4504(1), a membership interest in an LLC is personal property, and according to MCL 450.”
Show all 13 citing cases →
— Mich. Comp. Laws § 450.1261(b) — 5 cases
Tennine Corp. v. Boardwalk Com., LLC, 315 Mich. App. 1 (Mich. Ct. App. 2016). “” MCL 450.1261(b). *8 The purpose of Part 201 of the NREPA, titled Environmental Remediation, MCL 324.”
Salem Springs, LLC v. Salem Twp., 312 Mich. App. 210 (Mich. Ct. App. 2015). “4210; MCL 450.1261(b). Certainly, considering the authority possessed by the manager, plaintiff could, acting as the manager, file suit in Salem Springs Owner’s name, assuming that Salem Springs Owner possessed standing under MCL 600.”
Patterson v. Beverwyk, 922 N.W.2d 904 (Mich. Ct. App. 2017). “) Petitioners, however, neglect to acknowledge the prefatory language in MCL 450.1261, which indicates that a corporation's authority under the statute, including the power to sue in the same manner as a natural person, is "subject to any limitation provided .”
Ameriwood Indus. Int'l Corp. v. Arthur Andersen & Co., 961 F. Supp. 1078 (W.D. Mich. 1997). “§ 450.1261(b). The fiction itself “is intended to be acted upon as though it were a fact.”
Int'l Flavors & Textures, LLC v. Gardner, 966 F. Supp. 552 (W.D. Mich. 1997). “§ 450.1261].” These powers include the powers to sue and be sued (M.”
— Mich. Comp. Laws § 450.1261(f) — 2 cases
Salem Springs, LLC v. Salem Twp., 312 Mich. App. 210 (Mich. Ct. App. 2015). “4210; MCL 450.1261(b). Certainly, considering the authority possessed by the manager, plaintiff could, acting as the manager, file suit in Salem Springs Owner’s name, assuming that Salem Springs Owner possessed standing under MCL 600.”
Int'l Flavors & Textures, LLC v. Gardner, 966 F. Supp. 552 (W.D. Mich. 1997). “§ 450.1261].” These powers include the powers to sue and be sued (M.”
— Mich. Comp. Laws § 450.1261(g) — 1 case
Pittsburgh Tube Co. v. Tri-Bend, Inc., 463 N.W.2d 161 (Mich. Ct. App. 1990). “MCL 450.1261(g); MSA 21.200(261)(g) provided at the time of such pledge that a Michigan corporation has the power, in the furtherance of corporate purposes, to “[s]ell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, or create a security…”
— Mich. Comp. Laws § 450.1261(i) — 1 case
Int'l Flavors & Textures, LLC v. Gardner, 966 F. Supp. 552 (W.D. Mich. 1997). “§ 450.1261].” These powers include the powers to sue and be sued (M.”
— Mich. Comp. Laws § 450.1261(p) — 1 case
Int'l Flavors & Textures, LLC v. Gardner, 966 F. Supp. 552 (W.D. Mich. 1997). “§ 450.1261].” These powers include the powers to sue and be sued (M.”
— Mich. Comp. Laws § 450.1261(q) — 1 case
Petrus v. Dickinson Cnty. Bd. of Commissioners, 457 N.W.2d 359 (Mich. Ct. App. 1990). “1148(301), provides general authority as granted to corporations in Michigan and is similar to MCL 450.1261(q); MSA 21.200(261)(q) of the Michigan Business Corporation Act.”
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