SB-0298, As Passed House, September 28, 2005

HOUSE SUBSTITUTE FOR

SENATE BILL NO. 298

     A bill to amend 1972 PA 284, entitled

"Business corporation act,"

by amending section 1062 (MCL 450.2062), as amended by 1997 PA 118.

THE PEOPLE OF THE STATE OF MICHIGAN ENACT:

     Sec. 1062. (1) A domestic corporation or cooperative

association, organized for profit,  and  or a domestic regulated

investment company, at the time of filing its articles of

incorporation, shall pay 1 of the following to the administrator  ,

as an initial organization  fee and  as an initial admission fee: 

, a sum equal to $50.00 for the first 60,000 authorized shares and

$30.00 for each additional 20,000 authorized shares or portion of

20,000 authorized shares, up to a maximum fee of $5,000.00 for the

first 10,000,000 authorized shares. The fee is $30.00 for each

20,000 authorized shares or portion of 20,000 authorized shares in

excess of 10,000,000 shares up to a maximum of $200,000.00 for the

filing.

     (a) For 60,000 or fewer authorized shares, $50.00.

     (b) For more than 60,000 and fewer than 1,000,001 authorized

shares, $100.00.

     (c) For more than 1,000,000 and fewer than 5,000,001

authorized shares, $300.00.

     (d) For more than 5,000,000 and fewer than 10,000,001

authorized shares, $500.00.

     (e) For more than 10,000,000 authorized shares, $1,000.00 for

each additional 10,000,000 authorized shares or portion of

10,000,000 authorized shares in excess of 10,000,000 authorized

shares.

     (2) The initial admission  franchise fee of a foreign

corporation for profit and foreign regulated investment company

applying for admission to do business in this state is $50.00 and

60,000 shares are considered initially attributable to this state

at the time of admission.

     (3) Every corporation incorporated under the laws of this

state that increases its authorized shares, at the time of filing

its amendment to the articles of incorporation, shall pay  an

additional organization fee of $30.00 for each increase of 20,000

authorized shares or portion of 20,000 authorized shares. The

maximum additional fee on the increase shall not exceed $5,000.00

if the corporation's total authorized shares after the increase is

10,000,000 shares or fewer. The corporation shall pay an additional

fee of $30.00 for each 20,000 additional shares or portion of

20,000 additional shares to the extent that the total authorized

shares after the increase exceeds 10,000,000 shares up to a maximum

of $200,000.00 for each filing.  1 of the following additional

organizational fees:

     (a) For an increase of 60,000 or fewer authorized shares,

$50.00.

     (b) For an increase of more than 60,000 and less than

1,000,001 authorized shares, $100.00.

     (c) For an increase of more than 1,000,000 and less than

5,000,001 authorized shares, $300.00.

     (d) For an increase of more than 5,000,000 and less than

10,000,001 authorized shares, $500.00.

     (e) For an increase of more than 10,000,000 authorized shares,

$1,000.00 for each additional 10,000,000 authorized shares or

portion of 10,000,000 authorized shares in excess of 10,000,000

authorized shares.

     (4) A foreign corporation authorized to transact business in

this state that increases the number of authorized shares

attributable to this state shall file an amended application in

accordance with section 1021 and shall pay  an additional admission

franchise fee of $30.00 for each increase of 20,000 authorized

shares or portion of 20,000 authorized shares attributable to this

state. The maximum additional fee shall not exceed $5,000.00 if the

corporation's total authorized shares attributable to this state

after the increase is 10,000,000 shares or fewer. The corporation

shall pay an additional fee of $30.00 for each 20,000 additional

shares or portion of 20,000 additional shares to the extent that

the total authorized shares attributable to this state after the

increase exceeds 10,000,000 shares up to a maximum of $200,000.00

for each filing.  1 of the following additional admission fees:

     (a) For an increase of 60,000 or fewer authorized shares

attributable to this state, $50.00.

     (b) For an increase of more than 60,000 and less than

1,000,001 authorized shares attributable to this state, $100.00.

     (c) For an increase of more than 1,000,000 and less than

5,000,001 authorized shares attributable to this state, $300.00.

     (d) For an increase of more than 5,000,000 and less than

10,000,001 authorized shares attributable to this state, $500.00.

     (e) For an increase of more than 10,000,000 authorized shares

attributable to this state, $1,000.00 for each additional

10,000,000 authorized shares attributable to this state or portion

of 10,000,000 authorized shares attributable to this state in

excess of 10,000,000 authorized shares attributable to this state.

     (5) The number of authorized shares attributable to this state

shall be  is determined by multiplying the total number of

authorized shares by the most recent apportionment percentage used

in the computation of the tax required by the single business tax

act, 1975 PA 228, MCL 208.1 to 208.145. If the business activities

are confined solely to this state, the total number of authorized

shares are considered attributable to this state.

     (6) The administrator is authorized to require  the  a

corporation to furnish detailed and exact information relating to

the determination of fees before making a final determination of

the organization or admission franchise fee to be paid by the

corporation.

     (7) As used in this section, "corporation" includes a

partnership  associations  association limited, a cooperative

associations,  association, a joint  associations  association

having any of the powers of  corporations, and  a corporation, and

a common law  trusts  trust created by a statute of this state,

another state, or a country exercising common law powers in the

nature of  corporations  a corporation, whether domestic or

foreign, in addition to other corporations as are referred to in

this act.

     (8) If the capital of a corporation is not divided into

shares,  the  a fee for purposes of this section is determined as

if the corporation had 60,000 shares.

     (9) If a foreign corporation authorized to transact business

in this state merges into a domestic corporation or consolidates

with 1 or more corporations into a domestic corporation by

complying with this act, the resulting domestic corporation shall

pay  franchise fees  an organization and admission fee for any

increase in authorized shares or for any authorized shares as

provided in this section, less the amount that the merging or

consolidating foreign corporation previously paid to this state

under this section as an initial or additional admission  franchise

fee.

     Enacting section 1. This amendatory act takes effect January

1, 2006.

     Enacting section 2. This amendatory act does not take effect

unless all of the following bills of the 93rd Legislature are

enacted into law:

     (a) Senate Bill No. 664.

     (b) Senate Bill No. 665.

     (c) Senate Bill No. 666.

     (d) Senate Bill No. 667.