Michigan Compiled Laws

Mich. Comp. Laws § 450.1773 (2026)

Petitioning court to determine fair value of shares and accrued interest; failure of corporation to commence proceeding; venue; parties; service; jurisdiction; appraisers; discovery rights; judgment.

✓ current as of July 2026

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BUSINESS CORPORATION ACT

Act 284 of 1972

450.1773 Petitioning court to determine fair value of shares and accrued interest; failure of corporation to commence proceeding; venue; parties; service; jurisdiction; appraisers; discovery rights; judgment.

Sec. 773.

(1) If a demand for payment under section 772 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

(2) The corporation shall commence the proceeding in the circuit court of the county in which the corporation's principal place of business or registered office is located. If the corporation is a foreign corporation without a registered office or principal place of business in this state, it shall commence the proceeding in the county in this state where the principal place of business or registered office of the domestic corporation whose shares are to be valued was located.

(3) The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

(4) The jurisdiction of the court in which the proceeding is commenced under subsection (2) is plenary and exclusive. The court may appoint 1 or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

(5) Each dissenter made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of his or her shares, plus interest, exceeds the amount paid by the corporation or for the fair value, plus accrued interest, of his or her after-acquired shares for which the corporation elected to withhold payment under section 771.

History: Add. 1989, Act 121, Eff. Oct. 1, 1989

Notes of Decisions

Cited in 5 cases, 1994–2019 · leading case: Baks v. Moroun, 576 N.W.2d 413 (Mich. Ct. App. 1998).

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Baks v. Moroun, 576 N.W.2d 413 (Mich. Ct. App. 1998). · cites it 3× “§ 450.1773; M.S.A. § 21.200(773), deals with the same subject with regard to the liquidation of the shareholdings of dissenting shareholders when there is a merger or acquisition; § 851, M.”

Estes v. Idea Eng'g & Fabricating, Inc, 649 N.W.2d 84 (Mich. Ct. App. 2002). “200(514), MCL 450.1773; MSA 21.200(773), MCL 450.1851; MSA 21.”

Krieger v. Gast, 122 F. Supp. 2d 836 (W.D. Mich. 2000). “§ 450.1773. The circuit court may appoint a referee to conduct .”

Donald L Harkins v. Sun Pharm. Indus. Inc (Mich. Ct. App. 2019). · cites it 4× “Caraco did not commence an appraisal proceeding in circuit court within 60 days of Donald’s July 11, 2011 payment demand, as provided for under MCL 450.1773(1). On September 1, 2017, plaintiffs commenced this action against Sun Pharmaceutical, the corporate successor of Caraco…”

Ludington Fruit Exch., Inc v. Dolson, 514 N.W.2d 169 (Mich. Ct. App. 1994). “” MCL 450.1773; MSA 21.200(773). As allowed by the statute, the court appointed a referee who issued a report and — after *11 objections — a supplemental report.”

— Mich. Comp. Laws § 450.1773(1) — 1 case

Donald L Harkins v. Sun Pharm. Indus. Inc (Mich. Ct. App. 2019). “Caraco did not commence an appraisal proceeding in circuit court within 60 days of Donald’s July 11, 2011 payment demand, as provided for under MCL 450.1773(1). On September 1, 2017, plaintiffs commenced this action against Sun Pharmaceutical, the corporate successor of Caraco…”

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