Mich. Comp. Laws » Michigan Compiled Laws / Chapter 450 / Act 23 of 1993
Michigan Compiled Laws

Mich. Comp. Laws § 450.4501 (2026)

Members; admission; liability for acts, debts, or obligations.

✓ current as of July 2026
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MICHIGAN LIMITED LIABILITY COMPANY ACT


Act 23 of 1993


450.4501 Members; admission; liability for acts, debts, or obligations.

Sec. 501.

    (1) A person may be admitted as a member of a limited liability company in connection with the formation of the limited liability company in any of the following ways:

    (a) If an operating agreement includes requirements for admission, by complying with those requirements.

    (b) If an operating agreement does not include requirements for admission, if either of the following are met:

    (i) The person signs the initial operating agreement.

    (ii) The person's status as a member is reflected in the records, tax filings, or other written statements of the limited liability company.

    (c) In any manner established in a written agreement of the members.

    (2) A person may be admitted as a member of a limited liability company after the formation of the limited liability company in any of the following ways:

    (a) If the person is acquiring a membership interest directly from the limited liability company, by complying with the provisions of an operating agreement prescribing the requirements for admission or, in the absence of provisions prescribing the requirements for admission in an operating agreement, upon the unanimous vote of the members entitled to vote.

    (b) If the person is an assignee of a membership interest, as provided in section 506.

    (c) If the person is becoming a member of a surviving limited liability company as the result of a merger or conversion approved under this act, as provided in the plan of merger or plan of conversion.

    (3) A limited liability company may admit a person as a member that does not make a contribution or incur an obligation to make a contribution to the limited liability company.

    (4) Unless otherwise provided by law or in an operating agreement, a person that is a member or manager, or both, of a limited liability company is not liable for the acts, debts, or obligations of the limited liability company.

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 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010

Notes of Decisions
Cited in 21 cases (10 in the last 5 years), 2004–2026 · leading case: Duray Dev., LLC v. Perrin, 792 N.W.2d 749 (Mich. Ct. App. 2010).
Sort: Relevance Newest Treatment
Duray Dev., LLC v. Perrin, 792 N.W.2d 749 (Mich. Ct. App. 2010). “4104(6) after the date of the second contract to change the words “indorse” and “indorsed” to “endorse” and “endorsed.”
Allard v. Allard, 867 N.W.2d 866 (Mich. Ct. App. 2014). “A limited liability company exists as an independent legal entity, and as such, can own assets and enter into contracts, is liable for its own debts, and cannot be held automatically liable for the debts of another separate legal entity. MCL 450.”
Trident-Allied Assocs., LLC v. Cypress Creek Assocs., LLC, 317 F. Supp. 2d 752 (E.D. Mich. 2004). “§ 450.4501(3). In addition, limited liability companies have the power to sue and be sued.”
Value Save Prop. LLC v. Wisam Sattam (Mich. Ct. App. 2026). · cites it 12× “A “member” is defined as someone admitted as a member in the LLC as outlined in MCL 450.4501. MCL 450.4102(2)(p). The term “operating agreement” is defined to mean “a written agreement by the member of a limited liability company that has 1 member, or between all of the members…”
Carol Petra Bartosiewicz v. A2q LLC (Mich. Ct. App. 2020). · cites it 11× “It is undisputed that A2Q was formed on October 5, 2015, about six months before Bartosiewicz alleges that she acquired her first ownership interest in the business.”
Est. of James D Branch v. Kevin Rudolph (Mich. Ct. App. 2025). · cites it 11× “Under the MLLCA, a “member” is defined in relevant part as “a person that has been admitted to a limited liability company as provided in [MCL 450.4501] . . . .” MCL 450.4102(2)(p).”
Est. of James D Branch v. Kevin Rudolph (Mich. Ct. App. 2025). · cites it 11× “Under the MLLCA, a “member” is defined in relevant part as “a person that has been admitted to a limited liability company as provided in [MCL 450.4501] . . . .” MCL 450.4102(2)(p).”
P Iconic Real Est. LLC v. Acm Inv. Grp. LLC (Mich. Ct. App. 2022). · cites it 2× “, which provides that “a person that is a member or manager, or both, of a limited liability company is not liable for the acts, debts, or obligations of the limited liability company.” MCL 450.4501(4).”
Alter Domus (US) LLC v. Winget (E.D. Mich. 2024). · cites it 2× “The Michigan LLC law defines a member as a “person who has been admitted to a limited liability company as provided in [section 450.4501],” Mich. Comp. Laws § 450.”
City of Dearborn v. Burton-Katzman Dev. Co. Inc (Mich. Ct. App. 2014). · cites it 2× “Burton, DiMaggio, and Bentley submitted affidavits about the entities’ unsuccessful requests for 14 In light of this conclusion, we decline to address BKDC’s argument that it could not be liable for the acts or obligations of West Village under MCL 450.4501(4), that a question…”
1st State Title v. Lp Recordings LLC (Mich. Ct. App. 2015). · cites it 2× “3 At the time, the relevant statutory provision was found at MCL 450.4501(3). -5- We reverse the trial court’s grant of summary disposition in favor of plaintiff on the basis of conversion, and in all other respects we affirm.”
1st State Title v. Lp Recordings LLC (Mich. Ct. App. 2015). · cites it 2× “3 At the time, the relevant statutory provision was found at MCL 450.4501(3). -5- We reverse the trial court’s grant of summary disposition in favor of plaintiff on the basis of conversion, and in all other respects we affirm.”
Show all 21 citing cases →
— Mich. Comp. Laws § 450.4501(1) — 5 cases
Carol Petra Bartosiewicz v. A2q LLC (Mich. Ct. App. 2020). “It is undisputed that A2Q was formed on October 5, 2015, about six months before Bartosiewicz alleges that she acquired her first ownership interest in the business.”
Value Save Prop. LLC v. Wisam Sattam (Mich. Ct. App. 2026). “A “member” is defined as someone admitted as a member in the LLC as outlined in MCL 450.4501. MCL 450.4102(2)(p). The term “operating agreement” is defined to mean “a written agreement by the member of a limited liability company that has 1 member, or between all of the members…”
Scott Fowler v. Donald Keiper (Mich. Ct. App. 2023).
Est. of James D Branch v. Kevin Rudolph (Mich. Ct. App. 2025). “Under the MLLCA, a “member” is defined in relevant part as “a person that has been admitted to a limited liability company as provided in [MCL 450.4501] . . . .” MCL 450.4102(2)(p).”
Est. of James D Branch v. Kevin Rudolph (Mich. Ct. App. 2025). “Under the MLLCA, a “member” is defined in relevant part as “a person that has been admitted to a limited liability company as provided in [MCL 450.4501] . . . .” MCL 450.4102(2)(p).”
— Mich. Comp. Laws § 450.4501(1)(a) — 2 cases
Est. of James D Branch v. Kevin Rudolph (Mich. Ct. App. 2025). “Under the MLLCA, a “member” is defined in relevant part as “a person that has been admitted to a limited liability company as provided in [MCL 450.4501] . . . .” MCL 450.4102(2)(p).”
Est. of James D Branch v. Kevin Rudolph (Mich. Ct. App. 2025). “Under the MLLCA, a “member” is defined in relevant part as “a person that has been admitted to a limited liability company as provided in [MCL 450.4501] . . . .” MCL 450.4102(2)(p).”
— Mich. Comp. Laws § 450.4501(1)(b)(ii) — 4 cases
Est. of James D Branch v. Kevin Rudolph (Mich. Ct. App. 2025). “Under the MLLCA, a “member” is defined in relevant part as “a person that has been admitted to a limited liability company as provided in [MCL 450.4501] . . . .” MCL 450.4102(2)(p).”
Est. of James D Branch v. Kevin Rudolph (Mich. Ct. App. 2025). “Under the MLLCA, a “member” is defined in relevant part as “a person that has been admitted to a limited liability company as provided in [MCL 450.4501] . . . .” MCL 450.4102(2)(p).”
Carol Petra Bartosiewicz v. A2q LLC (Mich. Ct. App. 2020). “It is undisputed that A2Q was formed on October 5, 2015, about six months before Bartosiewicz alleges that she acquired her first ownership interest in the business.”
Value Save Prop. LLC v. Wisam Sattam (Mich. Ct. App. 2026). “A “member” is defined as someone admitted as a member in the LLC as outlined in MCL 450.4501. MCL 450.4102(2)(p). The term “operating agreement” is defined to mean “a written agreement by the member of a limited liability company that has 1 member, or between all of the members…”
— Mich. Comp. Laws § 450.4501(2) — 2 cases
Carol Petra Bartosiewicz v. A2q LLC (Mich. Ct. App. 2020). “It is undisputed that A2Q was formed on October 5, 2015, about six months before Bartosiewicz alleges that she acquired her first ownership interest in the business.”
Value Save Prop. LLC v. Wisam Sattam (Mich. Ct. App. 2026). “A “member” is defined as someone admitted as a member in the LLC as outlined in MCL 450.4501. MCL 450.4102(2)(p). The term “operating agreement” is defined to mean “a written agreement by the member of a limited liability company that has 1 member, or between all of the members…”
— Mich. Comp. Laws § 450.4501(2)(a) — 4 cases
Value Save Prop. LLC v. Wisam Sattam (Mich. Ct. App. 2026). “A “member” is defined as someone admitted as a member in the LLC as outlined in MCL 450.4501. MCL 450.4102(2)(p). The term “operating agreement” is defined to mean “a written agreement by the member of a limited liability company that has 1 member, or between all of the members…”
Carol Petra Bartosiewicz v. A2q LLC (Mich. Ct. App. 2020). “It is undisputed that A2Q was formed on October 5, 2015, about six months before Bartosiewicz alleges that she acquired her first ownership interest in the business.”
Est. of James D Branch v. Kevin Rudolph (Mich. Ct. App. 2025). “Under the MLLCA, a “member” is defined in relevant part as “a person that has been admitted to a limited liability company as provided in [MCL 450.4501] . . . .” MCL 450.4102(2)(p).”
Est. of James D Branch v. Kevin Rudolph (Mich. Ct. App. 2025). “Under the MLLCA, a “member” is defined in relevant part as “a person that has been admitted to a limited liability company as provided in [MCL 450.4501] . . . .” MCL 450.4102(2)(p).”
— Mich. Comp. Laws § 450.4501(2)(b) — 3 cases
Allen & Allen Props. LLC v. Jason Smith (Mich. Ct. App. 2024).
Est. of James D Branch v. Kevin Rudolph (Mich. Ct. App. 2025). “Under the MLLCA, a “member” is defined in relevant part as “a person that has been admitted to a limited liability company as provided in [MCL 450.4501] . . . .” MCL 450.4102(2)(p).”
Est. of James D Branch v. Kevin Rudolph (Mich. Ct. App. 2025). “Under the MLLCA, a “member” is defined in relevant part as “a person that has been admitted to a limited liability company as provided in [MCL 450.4501] . . . .” MCL 450.4102(2)(p).”
— Mich. Comp. Laws § 450.4501(2)(c) — 2 cases
Est. of James D Branch v. Kevin Rudolph (Mich. Ct. App. 2025). “Under the MLLCA, a “member” is defined in relevant part as “a person that has been admitted to a limited liability company as provided in [MCL 450.4501] . . . .” MCL 450.4102(2)(p).”
Est. of James D Branch v. Kevin Rudolph (Mich. Ct. App. 2025). “Under the MLLCA, a “member” is defined in relevant part as “a person that has been admitted to a limited liability company as provided in [MCL 450.4501] . . . .” MCL 450.4102(2)(p).”
— Mich. Comp. Laws § 450.4501(3) — 4 cases
Duray Dev., LLC v. Perrin, 792 N.W.2d 749 (Mich. Ct. App. 2010). “4104(6) after the date of the second contract to change the words “indorse” and “indorsed” to “endorse” and “endorsed.”
Trident-Allied Assocs., LLC v. Cypress Creek Assocs., LLC, 317 F. Supp. 2d 752 (E.D. Mich. 2004). “§ 450.4501(3). In addition, limited liability companies have the power to sue and be sued.”
1st State Title v. Lp Recordings LLC (Mich. Ct. App. 2015). “3 At the time, the relevant statutory provision was found at MCL 450.4501(3). -5- We reverse the trial court’s grant of summary disposition in favor of plaintiff on the basis of conversion, and in all other respects we affirm.”
1st State Title v. Lp Recordings LLC (Mich. Ct. App. 2015). “3 At the time, the relevant statutory provision was found at MCL 450.4501(3). -5- We reverse the trial court’s grant of summary disposition in favor of plaintiff on the basis of conversion, and in all other respects we affirm.”
— Mich. Comp. Laws § 450.4501(4) — 12 cases
Allard v. Allard, 867 N.W.2d 866 (Mich. Ct. App. 2014). “A limited liability company exists as an independent legal entity, and as such, can own assets and enter into contracts, is liable for its own debts, and cannot be held automatically liable for the debts of another separate legal entity. MCL 450.”
City of Dearborn v. Burton-Katzman Dev. Co. Inc (Mich. Ct. App. 2014). “Burton, DiMaggio, and Bentley submitted affidavits about the entities’ unsuccessful requests for 14 In light of this conclusion, we decline to address BKDC’s argument that it could not be liable for the acts or obligations of West Village under MCL 450.4501(4), that a question…”
Est. of James Armour II v. Rodney W Hall (Mich. Ct. App. 2017).
Morgan Mudge v. Radzwion Holdings LLC (Mich. Ct. App. 2018).
Morgan Mudge v. Radzwion Holdings LLC (Mich. Ct. App. 2018).
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