SB-0942, As Passed Senate, December 6, 2007
November 29, 2007, Introduced by Senator CASSIS and referred to the Committee on Finance.
A bill to amend 1972 PA 284, entitled
"Business corporation act,"
by amending sections 911 and 1062 (MCL 450.1911 and 450.2062),
section 911 as amended by 1996 PA 197 and section 1062 as amended
by 2005 PA 212.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 911. (1) A domestic corporation and each foreign
corporation subject to chapter 10 shall file a report with the
administrator no later than May 15 of each year. The report shall
be on a form approved by the administrator, signed by an authorized
officer or agent of the corporation, and contain all of the
following information:
(a) The name of the corporation.
(b) The name of its resident agent and address of its
registered office in this state.
(c) The names and addresses of its president, secretary,
treasurer, and directors.
(d) General nature and kind of business in which the
corporation is engaged.
(e) For each foreign corporation authorized to transact
business in this state, the total number of authorized shares and
the most recent percentage used in computation of the tax required
by
the single business tax act, Act No. 228 of the Public Acts of
1975,
being sections 208.1 to 208.145 of the Michigan Compiled Laws
1975 PA 228, MCL 208.1 to 208.145, or the Michigan business tax
act, 2007 PA 36, MCL 208.1101 to 208.1601.
(2) The report is not required to be filed in the year of
incorporation or authorization by a corporation formed or
authorized to do business on or after January 1 and before May 16
of that year.
(3) If there are no changes in the information provided in the
last filed report required under subsection (1), the corporation
may file a report that certifies to the administrator that no
changes in the required information have occurred since the last
filed report. The report filed under this subsection shall be on a
form approved by the administrator and filed no later than the date
required under section 911.
Sec. 1062. (1) A domestic corporation or cooperative
association, organized for profit, 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 and admission fee:
(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, $500.00 plus
an additional $1,000.00 for each additional 10,000,000 authorized
shares or portion of 10,000,000 authorized shares in excess of the
initial 10,000,000 authorized shares.
(2) The initial admission 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 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,
$500.00 plus an additional $1,000.00 for each additional 10,000,000
authorized shares or portion of 10,000,000 authorized shares in
excess of the initial 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 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, $500.00 plus an additional $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 the initial 10,000,000 authorized shares
attributable to this state.
(5) The number of authorized shares attributable to this state
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, or the Michigan business tax act, 2007 PA 36,
MCL 208.1101 to 208.1601. 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 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 association limited, a cooperative association, a joint
association having any of the powers of a corporation, and a common
law trust created by a statute of this state, another state, or a
country exercising common law powers in the nature of 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, 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 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 fee.