July 24, 2008, Introduced by Senators BARCIA and ALLEN and referred to the Committee on Commerce and Tourism.
A bill to amend 1993 PA 23, entitled
"Michigan limited liability company act,"
by amending sections 204, 206, 803, and 1004 (MCL 450.4204,
450.4206, 450.4803, and 450.5004), section 204 as amended by 2002
PA 686 and section 206 as amended by 1997 PA 52.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec.
204. (1) The Except as
provided in subsection (2), the
name of a domestic limited liability company shall contain the
words "limited liability company", or the abbreviation "L.L.C." or
"L.C.", with or without periods or other punctuation.
(2) The name of a low-profit limited liability company shall
contain the words "low-profit limited liability company", or the
abbreviation "L.3.C." or "l.3.c.", with or without periods or other
punctuation.
(3) (2)
The name of a domestic or foreign
limited liability
company formed under or subject to this act shall conform to all of
the following:
(a) Shall not contain a word or phrase, or abbreviation or
derivative of a word or phrase, that indicates or implies that the
company is formed for a purpose other than the purpose or purposes
permitted by its articles of organization.
(b) Shall not contain the word "corporation" or "incorporated"
or the abbreviation "corp." or "inc.".
(c)
Shall distinguish the name upon in
the records in the
office of the administrator from all of the following:
(i) The name of a domestic limited liability company, or a
foreign limited liability company authorized to transact business
in this state, that is in good standing.
(ii) The name of a corporation subject to the business
corporation act, 1972 PA 284, MCL 450.1101 to 450.2098, or a
nonprofit corporation subject to the nonprofit corporation act,
1982 PA 162, MCL 450.2101 to 450.3192.
(iii) A name reserved, registered, or assumed under this act,
under the business corporation act, 1972 PA 284, MCL 450.1101 to
450.2098, or under the nonprofit corporation act, 1982 PA 162, MCL
450.2101 to 450.3192.
(iv) The name of a domestic or foreign limited partnership as
filed or registered, reserved, or assumed under the Michigan
revised uniform limited partnership act, 1982 PA 213, MCL 449.1101
to 449.2108.
(d) Shall not contain a word or phrase, an abbreviation, or
derivative of a word or phrase, the use of which is prohibited or
restricted by any other statute of this state.
(4) (3)
If a foreign limited liability
company is unable to
obtain a certificate of authority to transact business in this
state
because its name does not comply with subsection subsections
(1), or
(2), and (3), the foreign limited liability company may
apply for authority to transact business in this state by adding to
its name in the application a word, abbreviation, or other
distinctive and distinguishing element, or alternatively, adopting
for use in this state an assumed name otherwise available for use.
If in the judgment of the administrator that name would comply with
subsections
(1), and (2), and (3), those subsections
shall do not
bar the issuance to the foreign limited liability company of a
certificate of authority to transact business in this state. The
certificate of authority to transact business in this state issued
to the foreign limited liability company shall be issued in the
name applied for and the foreign limited liability company shall
use that name in all its dealings with the administrator and in the
transaction of business in this state.
(5) (4)
The fact that a limited liability
company name
complies with this section does not create substantive rights to
the use of the name.
Sec. 206. (1) A domestic or foreign limited liability company
may transact business under an assumed name or names other than its
name as set forth in its articles of organization or certificate of
authority, if not precluded from use of the assumed name or names
under
section 204(2) 204(3), by filing a certificate stating the
true name of the company and the assumed name or names under which
business is to be transacted.
(2)
The A certificate of assumed name is effective, unless
terminated by filing a certificate of termination or by the
dissolution or withdrawal of the company, for a period expiring on
December 31 of the fifth full calendar year following the year in
which the certificate of assumed name was filed. The certificate of
assumed name may be extended for additional consecutive periods of
5 full calendar years each by filing a similar certificate of
assumed name not earlier than 90 days before the expiration of the
initial or any subsequent 5-year period.
(3)
The administrator shall notify the a domestic or foreign
limited
liability company of the impending
expiration of the a
certificate of assumed name not later than 90 days before the
expiration of the initial or any subsequent 5-year period described
in subsection (2).
(4) Filing a certificate of assumed name under this section
does not create substantive rights to the use of a particular
assumed name.
(5) The same name may be assumed by 2 or more limited
liability companies or by 1 or more limited liability companies and
1 or more corporations, limited partnerships, or other enterprises
participating together in a partnership or joint venture. Each
participating limited liability company shall file a certificate of
assumed name under this section.
(6) A limited liability company participating in a merger, or
any other entity participating in a merger under section 705a, may
transfer to the survivor the use of an assumed name for which a
certificate
of assumed name is on file with the administrator prior
to
before the merger, if the transfer of the assumed name is
noted
in the certificate of merger as provided in section 703(1)(c),
705a(7)(c), or other applicable statute. The use of an assumed name
transferred under this subsection may continue for the remaining
effective
period of the certificate of assumed name on file prior
to
before the merger and the survivor may terminate or extend
the
certificate in accordance with subsection (2).
(7) A limited liability company surviving a merger may use as
an assumed name the name of a merging limited liability company, or
the name of any other entity participating in the merger under
section 705a, by filing a certificate of assumed name under
subsection (1) or by providing for the use of the assumed name in
the certificate of merger. The surviving limited liability company
may also file a certificate of assumed name under subsection (1) or
provide in the certificate of merger for the use of an assumed name
of a merging entity not transferred pursuant to subsection (6). A
provision in the certificate of merger pursuant to this subsection
is treated as a new certificate of assumed name.
Sec. 803. (1) The attorney general may bring an action in the
circuit court for the county in which the registered office of a
limited liability company is located for dissolution of the limited
liability
company upon on the
ground that the company has committed
any of the following acts:
(a) Procured its organization through fraud.
(b) Repeatedly and willfully exceeded the authority conferred
upon
on it by law.
(c) Repeatedly and willfully conducted its business in an
unlawful manner.
(d) If the limited liability company is a low-profit limited
liability company, ceased to meet any of the requirements described
in section 102(m) and for 60 days after it ceased to meet those
requirements failed to file a certificate of amendment amending its
name to conform with the requirements of section 204.
(2) This section does not exclude any other statutory or
common law action by the attorney general for dissolution of a
limited liability company.
Sec.
1004. A The department
shall not issue a certificate of
authority
shall not be issued to a foreign limited liability
company unless the name of the company satisfies the requirements
of section 204. If the name of a foreign limited liability company
does not satisfy the requirements of section 204, the company may
take
the action authorized by section 204(3) 204(4).