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

Mich. Comp. Laws § 450.1489 (2026)

Action by shareholder.

✓ current as of July 2026
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BUSINESS CORPORATION ACT


Act 284 of 1972


450.1489 Action by shareholder.

Sec. 489.

    (1) A shareholder may bring an action in the circuit court of the county in which the principal place of business or registered office of the corporation is located to establish that the acts of the directors or those in control of the corporation are illegal, fraudulent, or willfully unfair and oppressive to the corporation or to the shareholder. If the shareholder establishes grounds for relief, the circuit court may make an order or grant relief as it considers appropriate, including, without limitation, an order providing for any of the following:

    (a) The dissolution and liquidation of the assets and business of the corporation.

    (b) The cancellation or alteration of a provision contained in the articles of incorporation, an amendment of the articles of incorporation, or the bylaws of the corporation.

    (c) The cancellation, alteration, or injunction against a resolution or other act of the corporation.

    (d) The direction or prohibition of an act of the corporation or of shareholders, directors, officers, or other persons party to the action.

    (e) The purchase at fair value of the shares of a shareholder, either by the corporation or by the officers, directors, or other shareholders responsible for the wrongful acts.

    (f) An award of damages to the corporation or a shareholder. An action seeking an award of damages must be commenced within 3 years after the cause of action under this section has accrued, or within 2 years after the shareholder discovers or reasonably should have discovered the cause of action under this section, whichever occurs first.

    (2) No action under this section shall be brought by a shareholder whose shares are listed on a national securities exchange or regularly traded in a market maintained by 1 or more members of a national or affiliated securities association.

    (3) As used in this section, "willfully unfair and oppressive conduct" means a continuing course of conduct or a significant action or series of actions that substantially interferes with the interests of the shareholder as a shareholder. Willfully unfair and oppressive conduct may include the termination of employment or limitations on employment benefits to the extent that the actions interfere with distributions or other shareholder interests disproportionately as to the affected shareholder. The term does not include conduct or actions that are permitted by an agreement, the articles of incorporation, the bylaws, or a consistently applied written corporate policy or procedure.

History: Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001 ;-- Am. 2006, Act 68, Imd. Eff. Mar. 20, 2006

Notes of Decisions
Cited in 49 cases (13 in the last 5 years), 1995–2026 · leading case: Franchino v. Franchino, 687 N.W.2d 620 (Mich. Ct. App. 2004).
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Franchino v. Franchino, 687 N.W.2d 620 (Mich. Ct. App. 2004). · cites it 36× “This case raises an issue of first impression under Michigan law: Whether MCL 450.1489 creates a cause of action for a shareholder in a close corporation when the shareholder is removed from the corporation’s board of directors and his employment with the close corporation is…”
Madugula v. Taub, 853 N.W.2d 75 (Mich. 2014). · cites it 11× “In this case, we address whether Michigan’s shareholder-oppression statute, MCL 450.1489 (§ 489) of the Business Corporation Act (BCA), MCL 450.”
Baks v. Moroun, 576 N.W.2d 413 (Mich. Ct. App. 1998). · cites it 12× “§ 450.1489; M.S.A. § 21.200(489)," alleging that the conduct of M.”
Blankenship v. Superior Controls, Inc., 135 F. Supp. 3d 608 (E.D. Mich. 2015). · cites it 15× “(“SCI”); including the redemption of Plaintiffs shares in SCI, allegedly in -violation of Mich. Comp. Laws § 450.1489 and the stipulations of their Shareholder Agreement.”
Estes v. Idea Eng'g & Fabricating, Inc, 649 N.W.2d 84 (Mich. Ct. App. 2002). · cites it 5× “NATURE OF THE CASE This case presents the following issue for our review: Does MCL 450.1489 (hereinafter § 489) of the Michigan Business Corporation Act (mbca) create a cause of action and, if so, what is the applicable statute of limitations for a § 489 suit? Our Court in Baks…”
Kasishke v. Frank (In Re Frank), 425 B.R. 435 (Bankr. W.D. Mich. 2010). · cites it 6× “§ 450.1489. Detecting that Mr. Kasishke might be relying on the issue-preclusive effect of the Judgment in this non-dischargeability proceeding, the court invited an early Rule 56 motion on the issue.”
Michigan Web Press, Inc. v. Wilcox (In Re Wilcox), 310 B.R. 689 (Bankr. E.D. Mich. 2004). · cites it 10× “5 *695 Mich. Comp. Laws Ann. § 450.1489 (l)(f). Accord Mich.”
Shambhu Patel v. Hemant Patel, 922 N.W.2d 647 (Mich. Ct. App. 2018). “As a result, the trial court properly dismissed plaintiff's shareholder action under MCL 450.1489. II. TAXABLE COST-MEDIATION A.”
In Re Cormier, 382 B.R. 377 (Bankr. W.D. Mich. 2008). · cites it 2× “§ 450.1489. Presumably, based upon the Debtors’ legal memorandum, and the testimony of Cormier, the Debtors believe that TTAP acted improperly in bidding for the stock at the auction sale.”
Lee C. Ritchie v. Ann Caldwell Rupe, as Tr. for the Dallas Gordon Rupe, III 1995 Fam. Trust, 443 S.W.3d 856 (Tex. 2014). “& Ass’ns § 3-413; Mich. Comp. Laws § 450.1489 ; Miss.Code § 79-4-14.”
Rachmale v. Conese, 515 B.R. 567 (Bankr. E.D. Mich. 2014). · cites it 5× “1489, which reads, in relevant part: A shareholder may bring an action in the circuit court of the county in which the principal place of business or registered office of the corporation is located to establish that the acts of the directors or those in control of the…”
Meathe v. Ret, 903 F. Supp. 2d 507 (E.D. Mich. 2012). · cites it 13× “61), 5 leaving six counts remaining: Count II Breach of Non-Compete Agreement (Defendant Ret) Count III Interference with Contracts By Defendants Eaton, Sakwa, G/SH & GLTH Count IV Concert of Action/Civil Conspiracy (All Defendants) Count V Oppression of Minority Shareholder MCL…”
Show all 49 citing cases →
— Mich. Comp. Laws § 450.1489(1) — 23 cases
Madugula v. Taub, 853 N.W.2d 75 (Mich. 2014). “In this case, we address whether Michigan’s shareholder-oppression statute, MCL 450.1489 (§ 489) of the Business Corporation Act (BCA), MCL 450.”
In Re Cormier, 382 B.R. 377 (Bankr. W.D. Mich. 2008). “§ 450.1489. Presumably, based upon the Debtors’ legal memorandum, and the testimony of Cormier, the Debtors believe that TTAP acted improperly in bidding for the stock at the auction sale.”
Franchino v. Franchino, 687 N.W.2d 620 (Mich. Ct. App. 2004). “This case raises an issue of first impression under Michigan law: Whether MCL 450.1489 creates a cause of action for a shareholder in a close corporation when the shareholder is removed from the corporation’s board of directors and his employment with the close corporation is…”
Kasishke v. Frank (In Re Frank), 425 B.R. 435 (Bankr. W.D. Mich. 2010). “§ 450.1489. Detecting that Mr. Kasishke might be relying on the issue-preclusive effect of the Judgment in this non-dischargeability proceeding, the court invited an early Rule 56 motion on the issue.”
Meyer Jewelry Co. v. Meyer Holdings, Inc., 906 F. Supp. 428 (E.D. Mich. 1995).
— Mich. Comp. Laws § 450.1489(1)(E) — 1 case
Jeffrey Franks v. Newell a Franks II (Mich. Ct. App. 2019).
— Mich. Comp. Laws § 450.1489(1)(a) — 4 cases
Baks v. Moroun, 576 N.W.2d 413 (Mich. Ct. App. 1998). “§ 450.1489; M.S.A. § 21.200(489)," alleging that the conduct of M.”
Jay S Turner v. J & J Slavik Inc (Mich. Ct. App. 2026).
Scott Fowler v. Donald Keiper (Mich. Ct. App. 2023).
Smith v. Smith (E.D. Mich. 2020).
— Mich. Comp. Laws § 450.1489(1)(e) — 2 cases
Jay S Turner v. J & J Slavik Inc (Mich. Ct. App. 2026).
Jeffrey Franks v. Newell a Franks II (Mich. Ct. App. 2019).
— Mich. Comp. Laws § 450.1489(1)(f) — 7 cases
Meathe v. Ret, 903 F. Supp. 2d 507 (E.D. Mich. 2012). “61), 5 leaving six counts remaining: Count II Breach of Non-Compete Agreement (Defendant Ret) Count III Interference with Contracts By Defendants Eaton, Sakwa, G/SH & GLTH Count IV Concert of Action/Civil Conspiracy (All Defendants) Count V Oppression of Minority Shareholder MCL…”
Smith v. Smith (E.D. Mich. 2020).
Jay S Turner v. J & J Slavik Inc (Mich. Ct. App. 2026).
Donald L Harkins v. Sun Pharm. Indus. Inc (Mich. Ct. App. 2019).
Brian McLain v. Richard Lobert (Mich. 2024).
— Mich. Comp. Laws § 450.1489(2) — 5 cases
Baks v. Moroun, 576 N.W.2d 413 (Mich. Ct. App. 1998). “§ 450.1489; M.S.A. § 21.200(489)," alleging that the conduct of M.”
Estes v. Idea Eng'g & Fabricating, Inc, 649 N.W.2d 84 (Mich. Ct. App. 2002). “NATURE OF THE CASE This case presents the following issue for our review: Does MCL 450.1489 (hereinafter § 489) of the Michigan Business Corporation Act (mbca) create a cause of action and, if so, what is the applicable statute of limitations for a § 489 suit? Our Court in Baks…”
Kasishke v. Frank (In Re Frank), 425 B.R. 435 (Bankr. W.D. Mich. 2010). “§ 450.1489. Detecting that Mr. Kasishke might be relying on the issue-preclusive effect of the Judgment in this non-dischargeability proceeding, the court invited an early Rule 56 motion on the issue.”
Jeffrey Franks v. Newell a Franks II (Mich. Ct. App. 2019).
Robert Roy v. Island & Fonda Lakes Ass'n (Mich. Ct. App. 2014).
— Mich. Comp. Laws § 450.1489(3) — 18 cases
Franchino v. Franchino, 687 N.W.2d 620 (Mich. Ct. App. 2004). “This case raises an issue of first impression under Michigan law: Whether MCL 450.1489 creates a cause of action for a shareholder in a close corporation when the shareholder is removed from the corporation’s board of directors and his employment with the close corporation is…”
Madugula v. Taub, 853 N.W.2d 75 (Mich. 2014). “In this case, we address whether Michigan’s shareholder-oppression statute, MCL 450.1489 (§ 489) of the Business Corporation Act (BCA), MCL 450.”
Blankenship v. Superior Controls, Inc., 135 F. Supp. 3d 608 (E.D. Mich. 2015). “(“SCI”); including the redemption of Plaintiffs shares in SCI, allegedly in -violation of Mich. Comp. Laws § 450.1489 and the stipulations of their Shareholder Agreement.”
Kasishke v. Frank (In Re Frank), 425 B.R. 435 (Bankr. W.D. Mich. 2010). “§ 450.1489. Detecting that Mr. Kasishke might be relying on the issue-preclusive effect of the Judgment in this non-dischargeability proceeding, the court invited an early Rule 56 motion on the issue.”
Jeffrey Franks v. Newell a Franks II (Mich. Ct. App. 2019).
— Mich. Comp. Laws § 450.1489(e) — 1 case
Jay S Turner v. J & J Slavik Inc (Mich. Ct. App. 2026).
— Mich. Comp. Laws § 450.1489(f) — 1 case
Jay S Turner v. J & J Slavik Inc (Mich. Ct. App. 2026).
— Mich. Comp. Laws § 450.1489(l)(a) — 1 case
Estes v. Idea Eng'g & Fabricating, Inc, 649 N.W.2d 84 (Mich. Ct. App. 2002). “NATURE OF THE CASE This case presents the following issue for our review: Does MCL 450.1489 (hereinafter § 489) of the Michigan Business Corporation Act (mbca) create a cause of action and, if so, what is the applicable statute of limitations for a § 489 suit? Our Court in Baks…”
— Mich. Comp. Laws § 450.1489(l)(e) — 1 case
Jay S Turner v. J & J Slavik Inc (Mich. Ct. App. 2026).
— Mich. Comp. Laws § 450.1489(l)(f) — 1 case
Michigan Web Press, Inc. v. Wilcox (In Re Wilcox), 310 B.R. 689 (Bankr. E.D. Mich. 2004). “5 *695 Mich. Comp. Laws Ann. § 450.1489 (l)(f). Accord Mich.”
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