Michigan Compiled Laws

Mich. Comp. Laws § 450.1761 (2026)

Definitions.

✓ current as of July 2026
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BUSINESS CORPORATION ACT


Act 284 of 1972


450.1761 Definitions.

Sec. 761.

    As used in sections 762 to 774:

    (a) "Beneficial shareholder" means the person who is a beneficial owner of shares held by a nominee as the record shareholder.

    (b) "Corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving corporation by merger of that issuer.

    (c) "Dissenter" means a shareholder who is entitled to dissent from corporate action under section 762 and who exercises that right when and in the manner required by sections 764 through 772.

    (d) "Fair value", with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.

    (e) "Interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.

    (f) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

    (g) "Shareholder" means the record or beneficial shareholder.

History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1988, Act 58, Eff. Apr. 1, 1988 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993

Compiler's Notes:

    Section 2 of Act 58 of 1988 provides: “This amendatory act shall not apply to any domestic corporation before June 1, 1989, unless the corporation's board of directors adopts a resolution, pursuant to this section, electing to have this act apply to the corporation. The resolution shall specify the date after January 1, 1988 and before June 1, 1989 on which this act will apply to the corporation. The resolution shall be filed with the department of commerce, corporation and securities bureau, on or before the date that the act will apply to the corporation.”

Notes of Decisions
Cited in 6 cases, 1976–2003 · leading case: Turner v. Bituminous Cas. Co., 244 N.W.2d 873 (Mich. 1976).
Turner v. Bituminous Cas. Co., 244 N.W.2d 873 (Mich. 1976). · cites it 3× “MCLA § 450.1761; MSA 21.200(761). This applies for shareholders of both the acquired and acquiring corporations.”
Pueblo Bancorporation v. Lindoe, Inc., 63 P.3d 353 (Colo. 2003). · cites it 2× “2002); (11) Michigan — Mich. Comp. Laws § 450.1761 (d) (2001); (12) Minnesota — Minn.”
Williams v. 5300 Columbia Pike Corp., 891 F. Supp. 1169 (E.D. Va. 1995). “Code § 23-1-44-3; Mich.Comp.Laws § 450.1761(d); Tex.Bus.Corp.”
Krieger v. Gast, 122 F. Supp. 2d 836 (W.D. Mich. 2000). “§ 450.1761(d). A shareholder who elects to dissent and seek payment for his shares must demand payment and deposit his shares with the corporation.”
Morley Bros. v. Clark, 361 N.W.2d 763 (Mich. Ct. App. 1984). “*195 Defendants are minority shareholders who owned 9.”
Ludington Fruit Exch., Inc v. Dolson, 514 N.W.2d 169 (Mich. Ct. App. 1994). “See MCL 450.1761(d); MSA 21.200(761)(d). This would have the effect of distributing petitioner’s residual equity in the same way that profits would normally be distributed, that is, in the proportion that the monetary value of a shareholder’s crop bore to the total monetary…”
— Mich. Comp. Laws § 450.1761(d) — 4 cases
Pueblo Bancorporation v. Lindoe, Inc., 63 P.3d 353 (Colo. 2003). “2002); (11) Michigan — Mich. Comp. Laws § 450.1761 (d) (2001); (12) Minnesota — Minn.”
Williams v. 5300 Columbia Pike Corp., 891 F. Supp. 1169 (E.D. Va. 1995). “Code § 23-1-44-3; Mich.Comp.Laws § 450.1761(d); Tex.Bus.Corp.”
Krieger v. Gast, 122 F. Supp. 2d 836 (W.D. Mich. 2000). “§ 450.1761(d). A shareholder who elects to dissent and seek payment for his shares must demand payment and deposit his shares with the corporation.”
Ludington Fruit Exch., Inc v. Dolson, 514 N.W.2d 169 (Mich. Ct. App. 1994). “See MCL 450.1761(d); MSA 21.200(761)(d). This would have the effect of distributing petitioner’s residual equity in the same way that profits would normally be distributed, that is, in the proportion that the monetary value of a shareholder’s crop bore to the total monetary…”
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