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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 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.

amination,

county clerk,

SEC. 6. The Secretary of State shall carefully examine all Reports, exsuch reports, and if upon such examination they shall be etc. 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.

CHAPTER 3.

Schedule of Repeals, and Saving Clauses.

SECTION 1. The following acts, and all acts and parts of Acts repealed. 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 ninety-one; 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 eightythree; act number one hundred fifteen of the Public Acts of eighteen hundred eighty-nine; act number fifty-four of the Public Acts of eighteen hundred seventy-seven; act number one hundred sixty-seven 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 ninetythree; 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 fifty-one; act number forty of the Public Acts of eighteen hundred fifty-five; act number sixteen of the Public Acts of eighteen hundred sixtyfour; 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

eighty-seven; 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 Acts of eighteen hundred eighty-nine; act number two hundred thirty-two 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 thirty-one of the Public Acts of nineteen hundred eleven; act number three hundred fiftynine 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 ninetyfive; 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 sev enty-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 eightyseven; 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 seventynine; 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 fortytwo 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 ninety-seven; 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 number one hundred forty-one of the Public Acts of nineteen hundred five; act number two hundred fifty-six of the Public Acts of nineteen hundred three; act number seventy-four of the Public Acts of eighteen hundred ninety-five; act number thirty-one of the Public Acts of eighteen hundred ninety-seven; act number two hundred sixty-eight of the Public Acts of eigh teen hundred eighty-one; act number three hundred fifteen

Corporations

subject to this act.

of the Public Acts of eighteen hundred eighty-seven; act number ninety-six of the Public Acts of eighteen hundred seventy-one; act number two hundred eighty-eight of the Public Acts of eighteen hundred sixty-five; act number three hundred ninety-eight of the Public Acts of nineteen hundred thirteen; act number ninety-seven of the Public Acts of eighteen hundred ninety-seven; act number two hundred thirty-three of the Public Acts of eighteen hundred sixtyfive; act number three of the Public Acts of eighteen hundred eighty-five; act number two hundred forty-five of the Public Acts of nineteen hundred thirteen; act number one hundred thirty-five of the Public Acts of eighteen hundred ninety-nine; act number one hundred twenty-one of the Public Acts of nineteen hundred fifteen; act number twentyeight of the Public Acts of nineteen hundred one; act number two hundred twelve of the Public Acts of nineteen hundred three; act number one hundred sixty-one of the Public Acts of eighteen hundred ninety-three; act number one hundred nineteen of the Public Acts of eighteen hundred seventyseven; act number two hundred six of the Public Acts of eighteen hundred ninety-nine; act number one hundred eight of the Public Acts of eighteen hundred ninety-three; act number one hundred eleven of the Public Acts of eighteen hundred seventy-nine; act number two hundred seventeen of the Public Acts of eighteen hundred fifty-nine; act number two hundred sixty-one of the Public Acts of eighteen hundred seventy-nine; act number one hundred sixty-eight of the Public Acts of nineteen hundred three; act number one hundred ninety-one of the Public Acts of eighteen hundred ninety-one; act number two hundred fifty-three of the Public Acts of eighteen hundred ninety-seven; act number thirty-five of the Public Acts of eighteen hundred ninety-nine; act number two hundred fifty of the Public Acts of eighteen hundred ninety-nine; act number two hundred thirty-nine of the Public Acts of nineteen hundred seventeen.

SEC. 2. All such corporations, whose act of incorporation is repealed by this act, heretofore organized and incorporated under or subject to the laws of this state, shall hereafter be subject to the provisions of this act without formal reorganization hereunder; but each such corporation shall have, under its existing charter or corporate franchise, all of the powers, rights, privileges and immunities granted and conferred upon it by the law under which such corporation was incorporated, and notwithstanding such law may be repealed by this act; and nothing in this act contained shall be taken or construed to limit, restrict, or modify any such corporation in the exercise of its existing powers, rights, privileges or franchises, or as working a change upon its manner of operating, or as imposing any new mode of operation upon any such existing corporation. In all cases the charter, articles and by-laws of each such corporation as existing at the time this act takes effect may be altered or amended to

include any right, power or privilege or as to any matter,
subject or thing provided for in such law under which such
existing corporation was organized, and no such amendment
or alteration shall be deemed to be unlawful because incon-
sistent with or not expressly covered by the provisions of
this act: Provided, however, That upon reorganization, or Proviso.
upon renewing any corporate term, such reorganization and
such renewal shall be accomplished only in the manner, and
under the limitations and restrictions imposed by the pro-
visions of this act.

This act is ordered to take immediate effect.
Approved April 26, 1921.

[ocr errors]

[No. 85.]

AN ACT prescribing the fees, taxes and charges to be paid to the state by corporations doing or seeking to do busi ness in this state; prescribing the method and basis of computing such fees, taxes and charges; requiring certain annual reports to be filed by corporations; providing for the disposition of the moneys received under this act and prescribing penalties for non-compliance with the provisions thereof.

The People of the State of Michigan enact:

etc.

SECTION 1. Hereafter the fees to be paid to the Secretary Fees, amount, of State by or in behalf of corporations, for the purposes herein specified, shall be as follows: For filing, examining and certifying articles of domestic corporations, five dollars; for filing and examining articles or certificates of incorporation, and other papers connected with the application of a foreign corporation for admission to do business in Michigan, ten dollars; for filing and examination of any annual or special report required by law, two dollars; for examining, filing and certifying any amendment to the articles, either of domestic or foreign corporations, five dollars; for filing and examining any notice of final dissolution or change of attitude, five dollars; for preservation of records at the request of any corporation voluntarily dissolved, ten dollars; for certifying any part of the files or records pertaining to a corporation for which no other provision is herein made, a minimum charge of one dollar for each certificate, and fifty cents per folio for the matter so certified to; for certifying and forwarding the record of any determination of a franchise fee to the appeal board, ten dollars; all of which fees shall be paid by the corporation at the time of filing or when the service is rendered by the Secretary of State. All such

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