MICHIGAN LIMITED LIABILITY COMPANY ACT
Act 23 of 1993
450.4202 Limited liability company; formation; filing as evidence that all conditions performed; exception; duration.
Sec. 202.
(1) One or more persons, who may or may not become members, may be the organizers of a limited liability company by filing executed articles of organization.
(2) The existence of the limited liability company begins on the effective date of the articles of organization as provided in section 104. Filing is conclusive evidence that all conditions precedent required to be performed under this act are fulfilled and that the company is formed under this act, except in an action or special proceeding by the attorney general. The maximum duration of the limited liability company is perpetual unless otherwise provided in the articles of organization.
History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002
Notes of Decisions
Cited in
8
cases (
3 in the last 5 years), 2010–2025 · leading case:
Duray Dev., LLC v. Perrin, 792 N.W.2d 749 (Mich. Ct. App. 2010).
Duray Dev., LLC v. Perrin, 792 N.W.2d 749 (Mich. Ct. App. 2010).
· cites it 3× “1221, and the [Limited Liability Company Act], MCL 450.4202.” 28 Thus, the trial court concluded that the Legislature had *157 “clearly spoken on this subject” and did not extend the de facto corporation doctrine to limited liability companies.”
Michigan Radiological Soc'y v. Omic LLC (Mich. Ct. App. 2018).
“4 As part of the MLLCA, MCL 450.4202(2) provides: The existence of the limited liability company begins on the effective date of the articles of organization as provided in section 104.”
Michigan Radiological Soc'y v. Omic LLC (Mich. Ct. App. 2018).
“4 As part of the MLLCA, MCL 450.4202(2) provides: The existence of the limited liability company begins on the effective date of the articles of organization as provided in section 104.”
Parminder K Khabra v. Avtar S Madahar (Mich. Ct. App. 2025).
“However, MCL 450.4202(2) provides, in relevant part, “Filing is conclusive evidence that all conditions precedent required to be performed under this act are fulfilled and that the company is formed under this act, except in an action or special proceeding by the attorney…”
Apex Behavioral Health W. Wayne Pllc v. Ahmad Khan (Mich. Ct. App. 2014).
“Two companies sharing the same registered office address, or a member of a limited liability company writing on the letterhead of another company, does not transform the two companies into the same legal entity.”
— Mich. Comp. Laws § 450.4202(2) — 6 cases
Duray Dev., LLC v. Perrin, 792 N.W.2d 749 (Mich. Ct. App. 2010).
“1221, and the [Limited Liability Company Act], MCL 450.4202.” 28 Thus, the trial court concluded that the Legislature had *157 “clearly spoken on this subject” and did not extend the de facto corporation doctrine to limited liability companies.”
Michigan Radiological Soc'y v. Omic LLC (Mich. Ct. App. 2018).
“4 As part of the MLLCA, MCL 450.4202(2) provides: The existence of the limited liability company begins on the effective date of the articles of organization as provided in section 104.”
Michigan Radiological Soc'y v. Omic LLC (Mich. Ct. App. 2018).
“4 As part of the MLLCA, MCL 450.4202(2) provides: The existence of the limited liability company begins on the effective date of the articles of organization as provided in section 104.”
Parminder K Khabra v. Avtar S Madahar (Mich. Ct. App. 2025).
“However, MCL 450.4202(2) provides, in relevant part, “Filing is conclusive evidence that all conditions precedent required to be performed under this act are fulfilled and that the company is formed under this act, except in an action or special proceeding by the attorney…”
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