REVISED JUDICATURE ACT OF 1961
Act 236 of 1961
600.3605 Circuit courts; power; jurisdiction; plaintiffs; visitorial powers vested in corporate body or public officer.
Sec. 3605.
(1) Circuit courts have the power, and actions may be brought in the circuit courts:
(a) to compel persons to account for their conduct in the management and disposition of the corporate funds and corporate property committed to their charge;
(b) to compel persons to pay to the corporation which they represent, and to its creditors, all sums of money and the value of all property which they have acquired to themselves or transferred to others or have lost or wasted by any violation of their duties as directors, managers, trustees, or other officers;
(c) to suspend any corporate trustee or other officer from exercising his office whenever it appears that he has abused his trust;
(d) to remove any corporate trustee or officer from his office upon proof or conviction of gross misconduct;
(e) to direct new elections to be held by the corporation or board duly authorized to hold elections to supply any vacancy created by any removal;
(f) in case there is no board, or all the members of the board are removed, then to report this to the governor, who is authorized to fill these vacancies with the consent of the senate;
(g) to set aside all alienations of property made by the trustees or other officers of any corporation contrary to the provisions of law or for purposes foreign to the lawful business and objects of the corporation, in cases where the persons receiving the alienated property knew the purposes for which the alienation was made; and
(h) to restrain and prevent any alienation of corporate property in cases where it is threatened or there is good reason to apprehend that it is intended to be made.
(2) This jurisdiction extends over all directors, managers, trustees, and other officers of corporations, and over any person who has held any of these offices in any corporation against whom proceedings are commenced within 1 year after he has ceased to be a director, manager, trustee, or other officer.
(3) This jurisdiction may be exercised at the instance of the attorney general, prosecuting in the behalf of the people of this state, or at the instance of any creditor of the corporation, or at the instance of any director, trustee, or other officer of the corporation who has a general superintendence of its concerns, or by any stockholder of the corporation.
(4) When any of the visitorial powers enumerated in subsection (1), over any corporation, are or shall be vested, by statute, in any corporate body or public officer, the provisions of subsection (1) shall not be construed to divest or impair the powers so vested.
History: 1961, Act 236, Eff. Jan. 1, 1963
Notes of Decisions
Scd Chem. Distributors, Inc v. Medley, 512 N.W.2d 86 (Mich. Ct. App. 1994).
· cites it 6× “In light of the foregoing, we believe that the property that plaintiff alleges to have been fraudulently conveyed the inventory, equipment, customers, chemical formulas, product names, and goodwill of Maintenance Research Laboratory, Inc.”
Daystar Seller Fin. LLC v. Patrick Hundley, 931 N.W.2d 15 (Mich. Ct. App. 2018).
“See MCL 600.3605. The trial court in this case held that it lacked subject-matter jurisdiction pursuant to Wojtczak , 293 Mich.”
Christner v. Anderson, Nietzke & Co., Pc, 444 N.W.2d 779 (Mich. 1989).
“[MCL 600.3605; MSA 27A.3605.] *11 Similarly, § 3620 of the act provides: (1) Whenever any creditor of a corporation seeks to charge the directors, trustees or other superintending officers of such corporation, or the stockholders thereof, on account of any liability created by…”
In Re Americana Found., 378 N.W.2d 586 (Mich. Ct. App. 1985).
· cites it 3× “MCL 600.3605; MSA 27A.3605 grants the circuit courts power over corporations.”
Smith v. Smith (E.D. Mich. 2020).
· cites it 18× “1541a (Count II), and a shareholder action under MCL § 600.3605 (Count III). Martin seeks various forms of relief, including, but not limited to, a court-ordered buyout of his shares; an award of damages; payment of prospective and retroactive dividends; removal of the…”
City of Muskegon v. Amec, Inc., 233 N.W.2d 688 (Mich. Ct. App. 1975).
“This we will not do. Having decided that plaintiffs’ amended complaint states a cause of action under § 3605 of the Revised Judicature Act and § 551 of the Business Corporation Act, we need not consider whether plaintiffs have also stated a claim upon which relief can be granted…”
Phares a Noel II v. Scholastic Solutions LLC (Mich. Ct. App. 2019).
· cites it 7× “4503(5) provides the following: 5 Noel also cites MCL 600.3605, which is a provision of the Revised Judicature Act that invests circuit courts with power to entertain certain actions, including accountings, against certain corporate agents.”
Venkata Krishna Nallaballi v. Eswari Achanta (Mich. Ct. App. 2016).
· cites it 3× “Moreover, MCL 600.3605 governs actions “to compel persons to account for their conduct in the management and disposition of the corporate funds and corporate property committed to their charge,” MCL 600.”
Smith v. Smith (E.D. Mich. 2020).
· cites it 2× “Because oral argument will not assist in the decisional process, the motions will be decided based on the parties’ briefing.”
Mj Dev. Co. Inc v. Inn at Bay Harbor Ass'n (Mich. Ct. App. 2017).
“As to the question of whether such bylaws constitute a contract, this Court has made the following relevant observations: 1 Previously, the trial court granted defendants’ motion for summary disposition on plaintiff’s claims brought under MCL 450.”
Mj Dev. Co. Inc v. Inn at Bay Harbor Ass'n (Mich. Ct. App. 2017).
“As to the question of whether such bylaws constitute a contract, this Court has made the following relevant observations: 1 Previously, the trial court granted defendants’ motion for summary disposition on plaintiff’s claims brought under MCL 450.”
— Mich. Comp. Laws § 600.3605(1) — 1 case
In Re Americana Found., 378 N.W.2d 586 (Mich. Ct. App. 1985).
“MCL 600.3605; MSA 27A.3605 grants the circuit courts power over corporations.”
— Mich. Comp. Laws § 600.3605(1)(a) — 2 cases
Scd Chem. Distributors, Inc v. Medley, 512 N.W.2d 86 (Mich. Ct. App. 1994).
“In light of the foregoing, we believe that the property that plaintiff alleges to have been fraudulently conveyed the inventory, equipment, customers, chemical formulas, product names, and goodwill of Maintenance Research Laboratory, Inc.”
Venkata Krishna Nallaballi v. Eswari Achanta (Mich. Ct. App. 2016).
“Moreover, MCL 600.3605 governs actions “to compel persons to account for their conduct in the management and disposition of the corporate funds and corporate property committed to their charge,” MCL 600.”
— Mich. Comp. Laws § 600.3605(2) — 2 cases
Venkata Krishna Nallaballi v. Eswari Achanta (Mich. Ct. App. 2016).
“Moreover, MCL 600.3605 governs actions “to compel persons to account for their conduct in the management and disposition of the corporate funds and corporate property committed to their charge,” MCL 600.”
Phares a Noel II v. Scholastic Solutions LLC (Mich. Ct. App. 2019).
“4503(5) provides the following: 5 Noel also cites MCL 600.3605, which is a provision of the Revised Judicature Act that invests circuit courts with power to entertain certain actions, including accountings, against certain corporate agents.”
— Mich. Comp. Laws § 600.3605(l)(a) — 1 case
Scd Chem. Distributors, Inc v. Medley, 512 N.W.2d 86 (Mich. Ct. App. 1994).
“In light of the foregoing, we believe that the property that plaintiff alleges to have been fraudulently conveyed the inventory, equipment, customers, chemical formulas, product names, and goodwill of Maintenance Research Laboratory, Inc.”
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