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[No. 84.]

AN ACT to provide for the organization, regulation and classification of domestic corporations; to prescribe their rights, powers, privileges and immunities; to prescribe the conditions upon which corporations may exercise their franchises; to provide for the inclusion of certain existing corporations within the provisions of this act; to prescribe the terms and conditions upon which foreign corporations may be admitted to carry on business within this state; to prescribe penalties for violations of the provisions of this act; and to repeal certain acts and parts of acts relating to corporations.

The People of the State of Michigan enact:

PART I.

Formation of Corporations.

CHAPTER 1.

Classification and Purposes.

SECTION 1. Any number of persons, not less than three, Number may may incorporate for the purpose of carrying on any lawful incorporate." business for pecuniary gain. Such corporations shall be known as "Corporations for pecuniary profit.”

SEC. 2. Any number of persons, not less than three, may Idem. incorporate for the purpose of carrying out any lawful pur pose or object, not involving pecuniary gain or profit for its members or associates. Such corporations shall be known in law as "non-profit corporations."

porations.

SEC. 3. Corporations may be formed to carry out the Trustee corterms of any written declaration, deed or testament making donations, grants, gifts or devises in trust for specific lawful purposes. Such corporations shall be known in law as "trustee corporations," which term may also embrace other corporations as hereinafter provided for in this act. SEC. 4. Any number of persons, not less than three, may Educational corporations. incorporate for the purpose of conducting a school, academy, college or other institution of learning, where preparatory subjects or the arts, sciences, professions, special occupations and higher learning may be taught. All such corporations shall be known in law as "educational corporations." Nothing herein shall be construed as preventing any such corporation from being deemed a corporation for pecuniary profit or a trustee corporation in appropriate cases: Provided, That Proviso. every such corporation shall comply with the provisions of this act made applicable to educational corporations in ad

Ecclesiastical

dition to complying with such provisions of this act as apply to corporations for pecuniary profit or trustee corporations or both as the case may be.

SEC. 5. Any number of persons, not less than three, may corporations. incorporate for the purpose of establishing a church organization to be composed in each case of persons subscribing in common to particular creeds or religious beliefs and the teaching and spreading of their religious beliefs and principles. All such corporations shall be known in law as "ecclesiastical corporations."

Lodges, etc., may, incorporate.

Articles of incorporation,

what to declare.

SEC. 6. Any number of persons, not less than three, may become incorporated for the purpose of forming a secret society or lodge, for benevolent, charitable, social, educational or mutual aid purposes or for any other similar purpose or purposes not prohibited by law.

SEC. 7. No corporation shall hereafter be formed in this state under any law in existence prior to the passage of this act, excepting corporations formed for a purpose expressly excluded or otherwise exempted from the provisions hereof. The articles of incorporation shall in every case declare under which of the foregoing sections of this chapter such corporation intends to proceed, and no such articles shall be filed by the Secretary of State unless such declaration is contained Incompatible therein. A declaration to proceed under sections two, five or declarations. six of this chapter shall be deemed incompatible with a declaration to proceed under section one hereof, and any articles of incorporation containing incompatible declarations under this section shall be rejected by the Secretary of State.

Not applicable to certain corporations.

Certain provisions not restricted.

SEC. 8. The provisions of this act shall not be construed to apply to banking corporations, industrial banks, insurance corporations, fraternal benefit societies, trust, deposit and security companies, building and loan associations, summer resort associations, limited partnership associations, railroad companies, or other common carriers under the jurisdiction of the Michigan Public Utilities Commission or any other state public service commission or body succeeding to such Michigan Public Utilities Commission, to safety and collateral deposit companies, canal, river and harbor improvement companies, cemetery, burial and cremation associations, agricultural and horticultural fair societies, pipe line companies, or to water power and water supplying companies, excepting as any specific provision may be made to expressly apply to any of the said classes of corporations.

SEC. 9. Nothing in this act contained shall be construed to limit or restrict the provisions of act number forty-six of the Public Acts of nineteen hundred fifteen, known as the "securities act," nor act number one hundred three of the Public Acts of nineteen hundred thirteen, known as the "uniform stock transfer act," nor act number three hundred fourteen of the Public Acts of nineteen hundred fifteen, known as the "judicature act."

notices.

SEC. 10. Definitions and Rules of Interpretation. When- Publication of ever in this act any notice is required to be inserted in a newspaper published in the county seat or in the township, village or city where the corporation concerned has its office or its principal place of business, and there shall be no such newspaper published therein, then such notice may be inserted in any newspaper having general circulation in such county, or otherwise shall be inserted in some newspaper published in an adjoining county. The term "articles" as Terms defined. used throughout this act shall be construed to mean "articles of incorporation" or "articles of association," which terms shall themselves be construed to be synonymous. The term "directors" shall be deemed to be synonymous with the term "trustees" as applied to the governing body of a corporation. The terms "company," "association" and "society," shall be deemed to be synonymous to the term "corporation." The term "officer" of a corporation shall be construed to mean an executive officer, and shall not include the directors or trustees excepting as individual directors or trustees shall also be executive officers of such corporation. The term "capital stock" shall be construed as meaning capital stock as provided for in the articles or amendments thereto, and shall not include surplus funds or undivided profits. The terms "main business office," "principal business office," and "principal place of business," shall be deemed to mean the place designated in the articles as the main business office in Michigan. The titles to parts, chapters, and subdivisions throughout this act shall not be construed as limiting the provisions thereunder to the subjectmatter stated in such headings. Should any part, chapter, Saving clause. subdivision, or section in this act be held to be invalid for any reason, such invalidity shall not be held to impair or invalidate the remainder of such part, chapter, subdivision or the act as an entirety, it being the legislative intent that every section, subdivision, chapter or part hereof shall stand, notwithstanding the invalidity of any particular provision or provisions.

CHAPTER 2.

Mode of Incorporating and Requisites to Incorporation.

SECTION 1. With the exception of ecclesiastical corpora- Articles of tions provided for in chapter three, part three hereof, the what to state. articles of incorporation shall in all cases be made on suitable and uniform blanks signed by the persons associating in the first instance and acknowledged before a notary public, and shall state:

First, The name assumed and by which the corporation shall be known in law;

Proviso.

Second, The section or sections under chapter one, part one hereof, under which the corporation is classified;

Third, The purpose or purposes for which the corporation is formed;

Fourth, The principal place or places at which its operations are to be conducted, and the postoffice address of its main business office in Michigan, and also the place where its main business office without the state of Michigan (if any) is located;

Fifth, (A) If a corporation for pecuniary profit

(a) The amount of total authorized capital stock; the amount of capital stock subscribed, and the classes of stock authorized, with the number, nominal or par value and conditions of each class of such shares; (and the number of shares, if any, of stock of non-par value and other statements respecting such issue as required by chapter two, part two hereof;)

(b) The amount of actual capital, in cash or property or both, which such corporation owned and possessed at the time of executing the articles, and a sworn statement as to such property's cash value, and the amount of stock issued or to be issued in payment for the same;

(B) If any other than a corporation for pecuniary profit— (a) The amount of assets classified as to real and personal property which such corporation possesses;

(b) The terms of any general scheme of financing such corporation;

Sixth, The term of years the corporation is to exist;

Seventh, (a) The names of the stockholders, in stock corporations, their respective residences, and the number of shares subscribed for by each;

(b) The names of the incorporating members, in nonstock corporations, and their respective residences;

Eighth, The names and addresses of the officers and directors chosen by the incorporators to act for the corporation for the first year; or, in case no such officers have been elected, then the name and address of the representative or attorneyin-fact authorized to act for such incorporators, as provided for in section seven of this chapter;

Ninth, Any special statement or statements permitted or required by this act in relation to the primary organization of any particular class of corporation, not included in the foregoing requirements: Provided, That in any case where there are more than three incorporators, either upon the formation, merger, consolidation or renewal of a corporation, or more than three stockholders or subscribers, the subscribers or stockholders or incorporators, as the case may be, may, by suitable resolution adopted at the organiza-tion meeting, designate any three among themselves to sign and acknowledge the articles for themselves and for the remainder of such incorporators, subscribers or stockholders,

in which case a copy of the resolution, duly certified by the person acting as secretary of such meeting, shall accompany the articles.

accompany.

SEC. 2. Such articles in triplicate, shall be sent to the To be in office of the Secretary of State where the original, after ap- triplicate. proval, shall be filed. The two remaining sets shall be returned to the incorporators or their representative, certified by the Secretary of State as being true copies of the original on file. No such articles shall be approved for filing by the Secretary of State unless and until they comply with this act. The filing, franchise and certificate fees required by Fees to law shall in all cases accompany the articles. One of the certified copies so returned to the incorporators shall be filed in the office of the county clerk of the county in which such corporation maintains its principal business office. Upon such filing in the office of the Secretary of State the company or association shall be deemed a body corporate within the meaning of the laws of this state, and the Secretary of State shall thereupon issue his written authority to such corporation to commence its business: Provided, however, That no Proviso, precontract made by the incorporators preliminary to the filing tracts valid. of such articles shall be deemed to be invalid or ineffectual because made prior to such filing, and all property held by such incorporators for the benefit of the proposed corporation shall be deemed to be the property of such corporation for the purpose of complying with section one of this chapter. The Secretary of State and the several county clerks receiving such articles for filing, shall each certify upon every such articles and upon all amendments filed by them, the time when they were received and filed.

eign corpora

tions.

SEC. 3. No corporation shall assume any name already in Name, simiuse by any other existing corporation of this state, or cor, larity, etc. poration lawfully carrying on business in this state, or so nearly similar thereto as to lead to confusion or deception: Provided, however, That in the case of a foreign corporation Proviso, forapplying for admission to this state whose name is similar to another foreign corporation already admitted into this state, but each having respectively the name of a different locality as a part of its corporate name, such names so distinguished shall not be deemed sufficiently similar as to lead to confusion or deception: And provided further, That no Further corporation organized under or subject to the provisions of proviso. this act shall assume any name which implies that it is a banking corporation, an insurance or surety company or a trust company, and no such corporation shall use the words "bank," "deposit," "insurance," "surety," "security," "trust," or "guaranty," or "building and loan," in its corporate name, but this proviso shall not be construed as applying to the name of any corporation adopted prior to August twelfth, nineteen hundred seventeen.

SEC. 4. The articles may also contain any lawful provision Additional

provisions.

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