Michigan Compiled Laws

Mich. Comp. Laws § 450.1301 (2026)

Issuance and classes of shares; rights, preferences, and limitations.

✓ current as of July 2026
Find cases: SyfertCases citing this section MI-LEGlegislature.mi.gov JustiaChapter on Justia CornellLII Search CasesGoogle Scholar

BUSINESS CORPORATION ACT


Act 284 of 1972


450.1301 Issuance and classes of shares; rights, preferences, and limitations.

Sec. 301.

    (1) A corporation may issue the number of shares authorized in its articles of incorporation. The shares may be all of 1 class or may be designated and issued in 1 or more classes. Each class shall consist of shares having the designations and relative voting, distribution, dividend, liquidation, and other rights, preferences, and limitations, consistent with this act, as stated in the articles of incorporation. The articles of incorporation may deny, limit, or otherwise prescribe the voting rights and may limit or otherwise prescribe the distribution, dividend, or liquidation rights of shares of any class.

    (2) If the shares are designated and issued in more than 1 class, the shares of each class shall be designated to distinguish them from the shares of any other classes.

    (3) Subject to the designations, relative rights, preferences, and limitations applicable to separate series within a class of shares under section 302, each share shall be equal to every other share of the same class.

    (4) Any of the voting, distribution, liquidation, or other rights, preferences, or limitations of a class or series may be made dependent upon facts or events ascertainable outside of the articles of incorporation or the resolution of the board adopted under section 302(3), if the manner in which the facts or events operate on the rights, preferences, or limitations is set forth in the articles of incorporation or board resolution.

History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2018, Act 85, Eff. June 24, 2018

Notes of Decisions
Cited in 2 cases, 1982–2002 · leading case: Russ v. Fed. Mogul Corp., 316 N.W.2d 454 (Mich. Ct. App. 1982).
Russ v. Fed. Mogul Corp., 316 N.W.2d 454 (Mich. Ct. App. 1982). · cites it 2× “This conclusion is bolstered by § 301 of the Michigan Business Corporation Act, MCL 450.1301; MSA 21.200(301). Subsection (3) provides that "each share shall be equal to every other share of the same class", subject to § 302 (MCL 450.”
Riesett v. WB Doner & Co., 293 F.3d 164 (4th Cir. 2002). · cites it 2× “Riesett claims he is still a Doner shareholder notwithstanding his termination of employment, and claims that Doner violated Mich. Comp. Laws Ann. § 450.1301 (3) 1 by withholding the distribution and treating him differently than other shareholders in the same class.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.