BUSINESS CORPORATION ACT
Act 284 of 1972
450.1833 Corporate existence continued for purpose of winding up affairs.
Sec. 833.
Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall not carry on business except for the purpose of winding up its affairs by:
(a) Collecting its assets.
(b) Selling or otherwise transferring, with or without security, assets which are not to be distributed in kind to its shareholders.
(c) Paying its debts and other liabilities.
(d) Doing all other acts incident to liquidation of its business and affairs.
History: 1972, Act 284, Eff. Jan. 1, 1973
Notes of Decisions
Flint Cold Storage v. Dep't of Treasury, 776 N.W.2d 387 (Mich. Ct. App. 2009).
· cites it 10× “Plaintiff argued that although it had dissolved in 1975, it had the authority under MCL 450.1833 “to continue doing business after dissolution for the purpose of collecting its assets.”
Michigan Elec. Employees Pension Fund v. Encompass Elec. & Data, Inc., 556 F. Supp. 2d 746 (W.D. Mich. 2008).
· cites it 2× “§ 450.1833 expressly authorized Data to continue operating as needed to wind up its affairs after dissolution, including the payment of its debts, so there was no “need”, under the statute, for Telecom rather than Data to pay Kendall for supplies sold to Data.”
Gilliam v. Hi-Temp Prods. Inc., 677 N.W.2d 856 (Mich. Ct. App. 2004).
“[4] MCL 450.1833; MCL 450.1834. [5] Section 841a bars existing claims against a dissolving corporation upon written notice and failure to commence a proceeding to enforce the claim within ninety days.”
Freeman v. Hi Temp Prods., 580 N.W.2d 918 (Mich. Ct. App. 1998).
“However, the Legislature has created a process whereby a dissolved corporation can bar future claims, thus cutting off the possibility that the corporation's potential liability could never be completely resolved.”
Tax Increment Fin. Auth. v. Liberty Mut. Ins., 771 F. Supp. 2d 791 (E.D. Mich. 2011).
“Under Michigan Compiled Laws § 450.1833, a dissolved corporation has a reasonable time to “(a) collect its assets; (b) sell or otherwise transfer, with or without security, assets which are not to be distributed in kind to its shareholders; (c) pay its debts and other…”
Barrow v. Comm'r, 96 T.C.M. 361 (Tax Ct. 2008).
“Michigan law provides that a dissolved corporation "may sue and be sued in its corporate name and process may issue by and against the corporation in the same manner as if dissolution had not occurred." Mich Comp. Laws Serv. sec. 450.1834(e) (Lexis-Nexis 1973); see also id.”
Gilliam v. Hi-Temp Prods., Inc., 677 N.W.2d 856 (Mich. Ct. App. 2003).
“MCL 450.1833; MCL 450.1834. Section 841a bars existing claims against a dissolving coiporation upon written notice and failure to commence a proceeding to enforce the claim within ninety days.”
Freeman v. HI Temp Prods., Inc., 229 Mich. App. 92 (Mich. Ct. App. 1998).
“However, the Legislature has created a process whereby a dissolved corporation can bar future claims, thus cutting off the possibility that the corporation’s potential liability could never be completely resolved.”
Mich. Comp. Laws § 450.1833(a): 2 cases
Flint Cold Storage v. Dep't of Treasury, 776 N.W.2d 387 (Mich. Ct. App. 2009).
“Plaintiff argued that although it had dissolved in 1975, it had the authority under MCL 450.1833 “to continue doing business after dissolution for the purpose of collecting its assets.”
Mich. Comp. Laws § 450.1833(c): 2 cases
Mich. Comp. Laws § 450.1833(d): 1 case
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