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

Mich. Comp. Laws § 450.1541 (2026)

Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

✓ current as of July 2026
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BUSINESS CORPORATION ACT


Act 284 of 1972


450.1541 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

    Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Compiler's Notes:

    The repealed section pertained to discharge of duties by director or officer.

Notes of Decisions
Cited in 13 cases (2 in the last 5 years), 1980–2022 · leading case: Allard v. Smith (In Re DeLorean Motor Co.), 56 B.R. 936 (Bankr. E.D. Mich. 1986).
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Allard v. Smith (In Re DeLorean Motor Co.), 56 B.R. 936 (Bankr. E.D. Mich. 1986). · cites it 5× “For purposes of the motion presently before the court, we note that the third-party complaints filed by Bushkin and Smith allege pursuant to Mich.Comp.Laws Ann. § 450.1541 that as directors of DMC they relied on the certified audit reports prepared by Andersen.”
Baks v. Moroun, 576 N.W.2d 413 (Mich. Ct. App. 1998). · cites it 2× “§ 450.1541; M.S.A. § 21.200(541), which provided: (1) A director or an officer shall discharge the duties of his position in good faith and with that degree of diligence, care and skill which an ordinarily prudent man would exercise under similar circumstances in a like position.”
Christner v. Anderson, Nietzke & Co., Pc, 401 N.W.2d 641 (Mich. Ct. App. 1986). · cites it 2× “MCL 450.1541; MSA 21.200(541) holds a director to a standard of care of good faith and ordinary diligence.”
Tweedie v. Hermoyian (In re Hermoyian), 466 B.R. 348 (Bankr. E.D. Mich. 2012). · cites it 2× “4 states that the Debtor owed Tweedie a fiduciary duty as an officer pursuant to Mich. Comp. Laws Ann. § 450.1541 a. Conclusion of law no.”
Est. of Detwiler v. Offenbecher, 728 F. Supp. 103 (S.D.N.Y. 1989). “In fulfilling their duty to inform themselves, officers and directors are entitled to rely on the advice of financial and legal advisors, Mich. Comp. Laws Ann. § 450.1541 (1) (West Supp.”
In Re Butterfield Est., 341 N.W.2d 453 (Mich. 1983). “Michigan's Business Corporation Act states that a director "shall discharge the duties of his position in good faith and with that degree of diligence, care and skill which an ordinarily prudent man would exercise under similar circumstances in a like position".”
Barrow v. Comm'r, 2008 T.C. Memo. 264 (Tax Ct. 2008). · cites it 2× “Because BACO was incorporated in Michigan, we look to Michigan common law and the MBCA to determine whether a breach of duty occurred and if so, when BACO's interest in the money attached.”
Ashley Techner v. Helen Greenberg, 553 F. App'x 495 (6th Cir. 2014). “1541 a(4), a provision of Michigan’s Business Corporations Act containing language that is, in all relevant aspects, identical to the language in Mich. Comp. Laws Ann. § 450.4404 (6) at issue here.”
Fireman's Fund Ins. v. Harold Turner, Inc., 407 N.W.2d 82 (Mich. Ct. App. 1987). “To recover under the Business Corporation Act, plaintiff would have to prove that defendants as directors breached the standard of conduct set forth in MCL 450.1541; MSA 21.200(541), which only holds defendants to the diligence, care and skill of an ordinarily prudent person.”
Bergy Bros., Inc. v. Zeeland Feeder Pig, Inc., 292 N.W.2d 493 (Mich. Ct. App. 1980). “We find personal liability on the partnership theory and accordingly will not consider the two statutory bases. The trial court made the following pertinent findings of fact: Spencer had invested substantial amounts in defendant corporation and was its only president during its…”
Gowthorpe v. Page, 418 Mich. 241 (Mich. 1983). “Michigan’s Business Corporation Act states that a director "shall discharge the duties of his position in good faith and with that degree of diligence, care and skill which an ordinarily prudent man would exercise under similar circumstances in a like position”.”
Msc 345758 Leslie J Murphy V Samuel M Inman Iii Supremecourtopinion 4/5/2022 (Mich. 2022). · cites it 2× “1541 provided, in relevant part: (1) A director or an officer shall discharge the duties of his position in good faith and with that degree of diligence, care and skill which an ordinarily prudent man would exercise under similar circumstances in a like position.”
Show all 13 citing cases →
— Mich. Comp. Laws § 450.1541(1) — 2 cases
In Re Butterfield Est., 341 N.W.2d 453 (Mich. 1983). “Michigan's Business Corporation Act states that a director "shall discharge the duties of his position in good faith and with that degree of diligence, care and skill which an ordinarily prudent man would exercise under similar circumstances in a like position".”
Gowthorpe v. Page, 418 Mich. 241 (Mich. 1983). “Michigan’s Business Corporation Act states that a director "shall discharge the duties of his position in good faith and with that degree of diligence, care and skill which an ordinarily prudent man would exercise under similar circumstances in a like position”.”
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