BUSINESS CORPORATION ACT
Act 284 of 1972
450.1922 Dissolution of corporation or revocation of certificate of authority for neglecting or refusing to file reports or pay fee or penalty; notice of impending dissolution; right to certificate of good standing.
Sec. 922.
(1) If a domestic corporation neglects or refuses to file an annual report or pay an annual filing fee or a penalty added to the fee required by law, and the neglect or refusal continues for a period of 2 years from the date on which the annual report or filing fee was due, the corporation is automatically dissolved 60 days after the expiration of the 2-year period. The administrator shall notify the corporation of the impending dissolution not later than 90 days before the 2-year period expires. Until a corporation is dissolved, it is entitled to issuance by the administrator, on request, of a certificate of good standing setting forth that it is validly incorporated as a domestic corporation and that it is validly in existence under laws of this state.
(2) If a foreign corporation neglects or refuses for 1 year to file an annual report or pay an annual filing fee or a penalty added to the fee required by law, its certificate of authority is subject to revocation in accordance with section 1042. Until revocation of its certificate of authority, or its withdrawal from this state or termination of its existence, the foreign corporation is entitled to issuance by the administrator, on request, of a certificate of good standing setting forth that it is validly authorized to transact business in this state and that it holds a valid certificate of authority to transact business in this state.
(3) The administrator may electronically transmit a notification of impending dissolution described in subsection (1) to the resident agent of the corporation in the manner authorized by the corporation.
History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1978, Act 32, Imd. Eff. Feb. 24, 1978 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 2018, Act 85, Eff. June 24, 2018
Notes of Decisions
City Commc'ns, Inc. v. The City of Detroit Barden Cable-Vision & MacLean, 888 F.2d 1081 (6th Cir. 1989).
· cites it 2× “2d 733, 735 (1971) (discussing the statutory predecessor to Mich.Comp.Laws Ann. § 450.1922). “As a result, where a corporation has cured its default, whether due to pressure caused by inability to proceed with a lawsuit or by inability to exercise some other corporate power, the…”
Bergy Bros. v. Zeeland Feeder Pig, Inc., 327 N.W.2d 305 (Mich. 1982).
· cites it 2× “91; currently MCL 450.1922; MSA 21.200(922). Here the trial judge and the Court of Appeals held that the corporation lost even de facto existence upon forfeiture of its charter in 1971.”
Morris Cruises v. Irwin Yacht & Marine Corp., 478 N.W.2d 693 (Mich. Ct. App. 1991).
· cites it 2× “200(921), a corporation that neglects to file its annual report for a period of two years is subject to automatic dissolution under MCL 450.1922; MSA 21.200(922).”
Michigan Elec. Employees Pension Fund v. Encompass Elec. & Data, Inc., 556 F. Supp. 2d 746 (W.D. Mich. 2008).
“§ 450.1922. A dissolved Michigan corporation continues its corporate existence but is not permitted to carry on business except for the purpose of winding up its affairs by collecting its assets, paying its debts and other liabilities, selling or otherwise transferring assets…”
United Steelworkers, Local 1-1000 v. Forestply Indus., Inc., 702 F. Supp. 2d 798 (W.D. Mich. 2010).
· cites it 4× “The administrator shall notify the corporation of the impending dissolution not later than 90 days before the 2-year period has expired---- Mich Comp. Laws § 450.1922. The Plaintiff has submitted documents from the Michigan Department of Labor and Economic Growth indicating that…”
Tax Increment Fin. Auth. v. Liberty Mut. Ins., 771 F. Supp. 2d 791 (E.D. Mich. 2011).
“PCSI was automatically dissolved on July 15, 2009 for failure to file its annual report and pay the annual fee pursuant to Michigan Compiled Laws § 450.1922. The plaintiffs filed suit against PCSI and Liberty Mutual on September 7, 2010 in the Wayne County, Michigan circuit…”
Great Lakes Gas Transmission Co. v. State Treasurer, 364 N.W.2d 773 (Mich. Ct. App. 1985).
“200(921) and MCL 450.1922; MSA 21.200(922). II We must next determine whether plaintiff’s initial complaint for a declaratory judgment is now moot on the ground that the department is barred by the applicable statute of limitations from proceeding against plaintiff for the fees.”
United States v. Van, 931 F.2d 384 (6th Cir. 1991).
“However, when the INS petitioned the district court on February 23, 1990, to enforce the subpoena after ADT refused to comply, it presumably had discovered that ADT had been automatically dissolved as of May 15, 1989, pursuant to section 922(1), Act 284, Public Acts of 1972, as…”
— Mich. Comp. Laws § 450.1922(1) — 7 cases
City Commc'ns, Inc. v. The City of Detroit Barden Cable-Vision & MacLean, 888 F.2d 1081 (6th Cir. 1989).
“2d 733, 735 (1971) (discussing the statutory predecessor to Mich.Comp.Laws Ann. § 450.1922). “As a result, where a corporation has cured its default, whether due to pressure caused by inability to proceed with a lawsuit or by inability to exercise some other corporate power, the…”
United States v. Van, 931 F.2d 384 (6th Cir. 1991).
“However, when the INS petitioned the district court on February 23, 1990, to enforce the subpoena after ADT refused to comply, it presumably had discovered that ADT had been automatically dissolved as of May 15, 1989, pursuant to section 922(1), Act 284, Public Acts of 1972, as…”
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