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

Mich. Comp. Laws § 450.1834 (2026)

Functions of dissolved corporation and its officers, directors, and shareholders continued.

✓ current as of July 2026
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BUSINESS CORPORATION ACT


Act 284 of 1972


450.1834 Functions of dissolved corporation and its officers, directors, and shareholders continued.

Sec. 834.

    Subject to section 833 and except as otherwise provided by court order, a dissolved corporation, its officers, directors and shareholders shall continue to function in the same manner as if dissolution had not occurred. Without limiting the generality of this section:

    (a) The directors of the corporation are not deemed to be trustees of its assets and shall be held to no greater standard of conduct than that prescribed by section 541a.

    (b) Title to the corporation's assets remains in the corporation until transferred by it in the corporate name.

    (c) The dissolution does not change quorum or voting requirements for the board or shareholders, and does not alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, directors or officers, or provisions regarding amendment or repeal of bylaws or adoption of new bylaws.

    (d) Shares may be transferred.

    (e) The 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.

    (f) An action brought against the corporation before its dissolution does not abate because of the dissolution.

History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993

Notes of Decisions
Cited in 22 cases (5 in the last 5 years), 1980–2024 · leading case: Flint Cold Storage v. Dep't of Treasury, 776 N.W.2d 387 (Mich. Ct. App. 2009).
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Flint Cold Storage v. Dep't of Treasury, 776 N.W.2d 387 (Mich. Ct. App. 2009). · cites it 9× “” Plaintiff also argued that, though dissolved, it still had the power to sue and to hold assets under the provisions of MCL 450.1834. In addition to the 1975 annual report of Flint Cold Storage, plaintiff submitted a warranty deed, dated March 3, 1975, by which Flint Cold…”
Gilliam v. Hi-Temp Prods. Inc., 677 N.W.2d 856 (Mich. Ct. App. 2004). · cites it 3× “MCL 450.1834; Freeman, supra at 96, 580 N.”
Gilliam v. Hi-Temp Prods., Inc., 677 N.W.2d 856 (Mich. Ct. App. 2003). · cites it 3× “Reading §§ 833, 834, 841a, 842a, and 851 of the bca together, it becomes clear that the Legislature has provided for the orderly winding up of corporate affairs, including the liquidation and distribution of assets, and which may include court supervision, particularly when the…”
Kitchen v. Boyd (In Re Newpower), 229 B.R. 691 (W.D. Mich. 1999). · cites it 2× “Mich. Comp. Laws § 450.1834 (a). The court and appellee reason that inasmuch as the provision states that the applicable standard on dissolution is not one of trustee and that the standard is the same as that prescribed for all other purposes of the act, no trust relationship…”
Found. for the Developmentally Disabled, Inc. v. Step by Step Early Childhood Educ. & Therapy Ctr., Inc., 29 So. 3d 1221 (Fla. 2d DCA 2010). · cites it 2× “*1224 Mich. Comp. Laws § 450.1834 (2008). However, language included in section 450.”
Tax Increment Fin. Auth. v. Liberty Mut. Ins., 771 F. Supp. 2d 791 (E.D. Mich. 2011). · cites it 2× “Under Michigan law, a dissolved corporation continues to function as if it still existed, retaining the ability to “sue and be sued in its corporate name .”
Michigan Elec. Employees Pension Fund v. Encompass Elec. & Data, Inc., 556 F. Supp. 2d 746 (W.D. Mich. 2008). “Moreover, unless otherwise ordered by a court, 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.”
Christner v. Anderson, Nietzke & Co., Pc, 401 N.W.2d 641 (Mich. Ct. App. 1986). “It also provides that "when acting in good faith,” a director may rely "upon the report of an independent appraiser selected by reasonable care by the board.” MCL 450.”
Barrow v. Comm'r, 2008 T.C. Memo. 264 (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.”
Soo Hardwoods, Inc. v. Universal Oil Prods. Co., 493 F. Supp. 76 (W.D. Mich. 1980). “§ 450.1834, M.S.A. § 21.-200(834). If successful in its anti-trust action, Soo Hardwoods would recover three times the $500,000 damages it claims and the costs of suit, including reasonable attorney’s fees.”
Fireman's Fund Ins. v. Harold Turner, Inc., 407 N.W.2d 82 (Mich. Ct. App. 1987). “MCL 450.1834(a); MSA 21.200(834)(a). To recover from defendants as shareholders, plaintiff would have to prove defendants received distribution of hti’s assets "with knowledge of facts indicating that it was not authorized .”
Jonathon Drake v. Plum Hollow Lanes Inc (Mich. Ct. App. 2024). · cites it 5× “] Relatedly, MCL 450.1834 states, in pertinent part: Subject to [MCL 450.”
Show all 22 citing cases →
— Mich. Comp. Laws § 450.1834(a) — 2 cases
Christner v. Anderson, Nietzke & Co., Pc, 401 N.W.2d 641 (Mich. Ct. App. 1986). “It also provides that "when acting in good faith,” a director may rely "upon the report of an independent appraiser selected by reasonable care by the board.” MCL 450.”
Fireman's Fund Ins. v. Harold Turner, Inc., 407 N.W.2d 82 (Mich. Ct. App. 1987). “MCL 450.1834(a); MSA 21.200(834)(a). To recover from defendants as shareholders, plaintiff would have to prove defendants received distribution of hti’s assets "with knowledge of facts indicating that it was not authorized .”
— Mich. Comp. Laws § 450.1834(b) — 2 cases
Pete's Auto & Truck Parts Inc v. Greg Hibbitts Transp. Co. (Mich. Ct. App. 2022).
Borock v. Michigan Nat'l Bank of Detroit (In re Piscitello), 67 B.R. 893 (E.D. Mich. 1986).
— Mich. Comp. Laws § 450.1834(e) — 5 cases
Flint Cold Storage v. Dep't of Treasury, 776 N.W.2d 387 (Mich. Ct. App. 2009). “” Plaintiff also argued that, though dissolved, it still had the power to sue and to hold assets under the provisions of MCL 450.1834. In addition to the 1975 annual report of Flint Cold Storage, plaintiff submitted a warranty deed, dated March 3, 1975, by which Flint Cold…”
Michigan Elec. Employees Pension Fund v. Encompass Elec. & Data, Inc., 556 F. Supp. 2d 746 (W.D. Mich. 2008). “Moreover, unless otherwise ordered by a court, 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.”
Jonathon Drake v. Plum Hollow Lanes Inc (Mich. Ct. App. 2024). “] Relatedly, MCL 450.1834 states, in pertinent part: Subject to [MCL 450.”
Venkata Krishna Nallaballi v. Eswari Achanta (Mich. Ct. App. 2016).
Pete's Auto & Truck Parts Inc v. Greg Hibbitts Transp. Co. (Mich. Ct. App. 2022).
— Mich. Comp. Laws § 450.1834(f) — 3 cases
Gilliam v. Hi-Temp Prods. Inc., 677 N.W.2d 856 (Mich. Ct. App. 2004). “MCL 450.1834; Freeman, supra at 96, 580 N.”
Gilliam v. Hi-Temp Prods., Inc., 677 N.W.2d 856 (Mich. Ct. App. 2003). “Reading §§ 833, 834, 841a, 842a, and 851 of the bca together, it becomes clear that the Legislature has provided for the orderly winding up of corporate affairs, including the liquidation and distribution of assets, and which may include court supervision, particularly when the…”
In Re Dissolution of Esquire Prods. Int'l, Inc., 377 N.W.2d 356 (Mich. Ct. App. 1985).
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