March 10, 2005, Introduced by Senators KUIPERS, BISHOP, GEORGE, STAMAS, GARCIA, CROPSEY, JELINEK, GOSCHKA and SANBORN and referred to the Committee on Economic Development, Small Business and Regulatory Reform.
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 a domestic regulated
investment company, at the time of filing its articles of
incorporation, shall pay 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, except as
provided in subsections (5) and (6), $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.
(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 Except as provided
in subsections (5) and (6),
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.
(4)
A Except as provided in
subsections (5) and (6), 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.
(5) A corporation that is a qualified high-technology business
may apply to the department for certification that it is exempt
from the fees under subsections (1) and (11) for additional
authorized shares. The certification under this section must be
issued annually and separately for each tax year in which the
exemption is claimed. If the department approves the application
and issues a certification to the corporation, the corporation is
exempt from the fees under subsections (1) and (11) for additional
authorized shares for either of the following periods of time for
which a certificate is issued, whichever occurs first:
(a) The 8 consecutive tax years, including the tax year in
which the corporation files its articles of incorporation,
following the tax year in which the corporation files its articles
of incorporation.
(b) The tax years including and following the tax year in
which the corporation files its articles of incorporation, in which
the corporation has less than $10,000,000.00 in gross revenues.
(6) For the first tax year in which a corporation that was
exempt under subsection (5) does not qualify for exemption under
subsection (5) and for each subsequent tax year, the corporation
shall pay the fees under subsection (1) or (11) for any additional
shares authorized after the termination of the exemption.
(7) (5)
The number of authorized shares
attributable to this
state shall be 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.
(8) (6)
The administrator is authorized to
require the
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.
(9) (7)
As used in this section: ,
"corporation"
(a) "Corporation" includes partnership associations limited,
cooperative associations, joint associations having any of the
powers of corporations, and common law trusts created by a statute
of this state, another state, or a country exercising common law
powers in the nature of corporations, whether domestic or foreign,
in addition to other corporations as are referred to in this act.
(b) "Qualified high-technology business" means that term as
defined in the Michigan economic growth authority act, 1995 PA 24,
MCL 207.801 to 207.810.
(10) (8)
If the capital of a corporation is
not divided into
shares, the fee for purposes of this section is determined as if
the corporation had 60,000 shares.
(11) (9)
If Except as provided in subsections (5) and (6),
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 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, 2005.