CHAPTER 2.

Annual and Other Corporation Reports.

(178) SECTION 1. Every corporation heretofore incorpor- Annual, etc., ated under any law of this state, and now in existence, which reports where filed, by the law under which incorporated was not required to make etc. or file an annual report, or which was required only to make such report as might be required by the attorney general of this state from time to time, or whose articles were not required to be filed with the secretary of state, shall, on or before the first day of January, nineteen hundred twenty-two, make and file with the secretary of state a report showing the name of such corporation, the location of its principal office, the term for which incorporated, the act under which incorporated or re-incorporated, the names and residences of its officers and directors, the purposes of such corporation, its authorized capital stock, if any, and the inventoried value of all property held or owned by such corporation at the time of filing such report. It shall be the duty of the directors or trustees of every such corporation to make and file the report herein required, and upon such form as may be prescribed by the secretary of state. The secretary of state shall make an index of all Index of of the reports filed pursuant to this section, and file all such reports along with the other corporation records in his office. This section shall not be construed as applying to corporations filing articles or reports with the insurance department or the banking department, or with the Michigan public utilities commission, but shall include all other corporations otherwise exempted under the provisions of section eight of chapter one, part one, of this act.

reports.

(179) SEC. 2. All domestic corporations of whatsoever Domestic nature whose purposes and objects do not include business for corporations. pecuniary profits, including those organized under act number one hundred seventy-one of the public acts of nineteen hundred three, all ecclesiastical and educational corporations, all such corporations of the nature embraced in chapters two and three of part three of this act, and all corporations referred to in section one of this chapter and all trustee corporations operating not for profit, shall file a report with the secretary of state, similar to that required in section one hereof, in the year nineteen hundred twenty-four and every third year after. Such reports shall be filed in the months of July or August of When filed. the year in which filed.

formation,

(180) SEC. 3. The secretary of state may call upon the Additional inseveral county clerks or registers of deeds, for any information who to furnish. respecting the corporations referred to in the foregoing sections, and such officers shall furnish such information as may

be so demanded. With every report forwarded to the secre Filing fee. tary of state pursuant to sections one and two of this chapter,

Articles, etc., where filed.

Copies, to whom furnished.

Annual reports, what to show.

additional information.

the corporation forwarding the same shall also send a filing fee of two dollars, which fees when received shall be deposited in the state treasury and credited to the general fund of the state.

(181) SEC. 4. Hereafter it shall not be necessary for any corporation to file its by-laws with any county clerk. All articles, amendments thereto, and annual or other periodic reports of corporations shall be originally filed with the secretary of state, and copies thereof shall be prepared by the corporation itself in each instance to be certified by the secretary of state and forwarded for filing in the office of the county clerk of the county where such corporation has its principal office or place of business. The county clerks shall keep their corporation records and files in such manner and form as to readily show the proper classification to which each corporation belongs, alphabetically arranged as to names and other indexing.

(182) SEC. 5. Every corporation organized for pecuniary profit, including every foreign corporation admitted to carry on business in this state, shall annually, in the month of July or August, make duplicate reports showing the condition of such corporation on the thirtieth day of June, next preceding, on suitable blanks to be furnished by the secretary of state, as hereinafter provided. Such report shall furnish the secretary of state with all information and facts necessary for the comMay require putation of the annual franchise fee provided for by law. The secretary of state is hereby authorized to require of any corporation any additional information that may be needed after the filing of its annual report for the purpose of computing such fee. Such report shall state the amount each of common and preferred capital stock authorized, and the amount thereof, subscribed for, and the amount thereof actually paid in cash, and the amount thereof paid in property; the total value as near as may be estimated of all property owned by the corporation; the value of different items or classes of property as follows: Real estate used in its business; real estate not used in its business; goods, chattels, merchandise, material and other tangible property; patent rights, trade marks and formulas; good will; and all other property including surplus, reserve funds and sinking funds, specifying the kind; value of all credits owing to the corporation; the amount of debts of the corporation; the name and postoffice address of each officer and director of the corporation, and such other information as the secretary of state may require. It shall be the duty of the secretary of state on application of such corporation to mail to each corporation which is subject to the provisions of this act, suitable blanks for making the reports and returns required by law. Such reports shall be signed by president or vice-president of the corporation and the secretary or assistant secretary of the corporation and verified by the oath of the secretary

Blank forms to be mailed.

of the corporation, and deposited in the office of the secretary of state within the said month of July or August, or within sixty days after the close of such fiscal year, accompanied by a filing fee of two dollars, and the amount of the annual franchise fee provided by law; such filing fees when received shall daily be covered into the state treasury and there credited to the general fund of the state.

Persons dealing with manufacturing corporations upon the strength of the reports which they are required to file with the secretary of state, a knowledge of which is acquired through the usual channels, have the right to rely upon the fairness and honesty of the statements therein made.-Silberman v. Munroe, 104/352. The individual liability of directors of corporations for corporate debts, based upon their failure to make an annual report extends to corporate debts contracted pending the default.-Wilcox Cordage & Supply Co. v. Mosher, 114/64. Directors of a corporation which filed no report in the year subsequent to its organization, were not liable for debts contracted during the first year of its existence.-Appliance Co. v. Englehardt, 180/602. In proceedings by a corporation to enforce a mechanic's lien, where it appears that at the time the contract was entered into, plaintiff was in default in filing its annual report for the previous year with the secretary of state, the trial court properly ruled that under § 9028, C. L. '15, plaintiff was not entitled to any relief in the courts, although said report was filed before this suit was commenced.-Irvine & Meier V. Wienner, 212/199.

amination,

county clerk.

(183) SEC. 6. The secretary of state shall carefully exam- Reports, exine all such reports, and if upon such examination they shall etc. be found to comply with all the requirements of this chapter, he shall then file one of them in his office, and shall forward the other by mail or express to the county clerk of the county in which the office in this state for the transaction of the business of said corporation, is situated. And it shall be Duty of the duty of such county clerk, upon receipt of such report, to immediately cause the same to be filed in his office. If any corporation neglects or refuses to make and file the reports required by this chapter within the time herein specified, and shall continue in default for ten days thereafter, its corporate powers shall be suspended thereafter, until it shall file such report, and it shall not maintain an action in any court of this state upon any contract entered into during the time of such default; and any director or trustee of such corporation so in default, who has neglected or refused to join in the making of such report shall be liable for all debts of such corporation contracted during the period of such neglect or refusal, and shall also be liable to such corporation for any damages sustained by it by reason of such refusal or neglect. Whenever any corporation has neglected or re- Failure to fused to make and file its report within twenty days after the time limited in this chapter, the secretary of state shall cause notice of that fact to be given by mail to such corporation, directed to its postoffice address. The certificate of the secretary of state or his deputy, of the mailing of such notice, shall be prima facie evidence in all courts and places of that fact, and that such notices were duly received by said corporation. All actions and suits based on the neglect or refusal of the officers or directors of such corporation to make and file the reports required by this section shall be commenced within two years after such neglect or refusal has occurred and not afterwards.

file report.

Acts repealed.

CHAPTER 3.

Schedule of Repeals, and Saving Clauses.

(184) SECTION 1. The following acts, and all acts and parts of acts amendatory thereto, are hereby repealed, namely:

Act number one hundred twenty-two of the public acts of eighteen hundred seventy-seven; act number one hundred fifty-eight of the public acts of eighteen hundred eightythree; act number eleven of the public acts of eighteen hundred ninety-five; act number seventy-three of the public acts of eighteen hundred sixty-nine; act number two hundred twelve of the public acts of eighteen hundred sixty-one; act number one hundred sixty-nine of the public acts of eighteen hundred seventy-nine; act number fifty-eight of the public acts of eighteen hundred seventy-seven; act number seventyfive of the public acts of eighteen hundred eighty-seven; act number fifty-six of the public acts of eighteen hundred ninetyone; act number one hundred seven of the public acts of eighteen hundred eighty-one; act number one hundred seventeen of the public acts of eighteen hundred fifty-five; act number twenty-two of the public acts of eighteen hundred eighty-three; act number sixty-four of the public acts of nineteen hundred five; act number sixteen of the public acts of eighteen hundred sixty-nine; act number eight of the public acts of eighteen hundred sixty-seven; act number seventy-six of the public acts of eighteen hundred eighty-three; act number one hundred fifteen of the public acts of eighteen hundred eighty-nine; act number fifty-four of the public acts of eightteen hundred seventy-seven; act number one hundred sixtyseven of the public acts of eighteen hundred eighty-nine; act number ninety-seven of the public acts of eighteen hundred ninety-seven; act number twenty-seven of the public acts of eighteen hundred eighty-two; act number eighty-five of the public acts of eighteen hundred ninety-three; act number sixty-seven of the public acts of eighteen hundred ninety-five; act number eighty-two of the public acts of eighteen hundred ninety-seven; act number one hundred ninety-two of the public acts of eighteen hundred eighty-three; act number one hundred four of the public acts of eighteen hundred sixty-nine; act number seventy-three of the public acts of eighteen hundred seventy-nine; act number forty-eight of the public acts of eighteen hundred eighty-three; act number one hundred seventeen of the public acts of eighteen hundred fifty-one; act number eighty-three of the public acts of eighteen hundred fiftyone; act number forty of the public acts of eighteen hundred fifty-five; act number sixteen of the public acts of eighteen hundred sixty-four; act number sixty-two of the public acts of eighteen hundred forty-eight; act number one hundred fifty

five of the public acts of eighteen hundred fifty-one; act number one hundred twenty-two of the public acts of eighteen hundred fifty-five; act number one hundred fifty-three of the public acts of eighteen hundred ninety-one; act number one hundred sixty-six of the public acts of eighteen hundred sixty-three; act number two hundred thirty-nine of the public acts of eighteen hundred seventy-nine; act number one hundred ninety of the public acts of eighteen hundred eightyseven; act number two hundred ninety-nine of the public acts of eighteen hundred eighty-seven; act number one hundred thirteen of the public acts of eighteen hundred seventy-seven; act number one hundred forty-two of the public act of eighteen hundred eighty-nine; act number two hundred thirtytwo of the public acts of nineteen hundred three; act number one hundred seventy-one of the public acts of nineteen hundred three; act number two hundred six of the public acts of nineteen hundred one; act number one hundred twenty of the public acts of eighteen hundred seventy-seven; act number one hundred sixty-seven of the public acts of nineteen hundred seven; act number sixteen of the public acts of eighteen hundred eighty-two; act number thirty-nine of the public acts of eighteen hundred fifty-five; act number two hundred thirtyone of the public acts of nineteen hundred eleven; act number three hundred fifty-nine of the public acts of nineteen hundred thirteen; act number nineteen of the public acts of eighteen hundred thirty-nine; act number one hundred ninety-one of the public acts of eighteen hundred ninety-three; act number one hundred sixty of the public acts of eighteen hundred ninety-five; act number two hundred of the public acts of eighteen hundred ninety-seven; act number ninety-five of the public acts of eighteen hundred sixty-nine; act number one hundred fifty-six of the public acts of eighteen hundred seventy-three; act number twenty-nine of the public acts of eighteen hundred ninety-nine; act number two hundred thirty-two of the public acts of eighteen hundred eighty-seven; act number one hundred twenty-eight of the public acts of eighteen hundred fifty-seven; act number one hundred fifty-five of the public acts of eighteen hundred seventy-nine; act number one hundred sixty-six of the public acts of eighteen hundred ninety-nine; act number twenty of the public acts of eighteen hundred fifty-five; act number fifty-two of the public acts of eighteen hundred ninety-seven; act number one hundred thirty-five of the public acts of eighteen hundred sixty-seven; act number two hundred forty-two of the public acts of eighteen hundred sixty-three; act number three hundred eight of the public acts of nineteen hundred seven; act number two hundred nine of the public acts of eighteen hundred ninetyseven; act number one hundred ten of the public acts of eighteen hundred eighty-nine; act number one hundred thirteen of the public acts of eighteen hundred eighty-seven; act number eighty-nine of the public acts of nineteen hundred one; act