§ 450.4701 Domestic limited liability companies; merger; plan
§ 450.4702 Merger; approval of plan by members; withdrawal and distribution
§ 450.4703 Plan of merger; execution; certificate; contents and effectiveness
§ 450.4704 Merger; provisions
§ 450.4705 Merger of foreign limited liability companies with domestic limited liability companies; conditions; compliance and liability of surviving company
§ 450.4705a Definitions; merger of domestic limited liability companies with business organizations
§ 450.4706 Abandoning plan of merger; procedure
§ 450.4707 Conversion of domestic partnership or domestic limited partnership to limited liability company
§ 450.4708 Conversion into business organization; requirements; effectiveness of certificate of conversion; foreign business organization as surviving business organization; “business organization” and “ent
§ 450.4709 Conversion of business organization into domestic limited liability company; requirements; effectiveness of certificate of conversion

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Terms Used In Michigan Laws > Chapter 450 > Act 23 of 1993 > Article 7

  • Administrator: means the director of the department or his or her designated representative. See Michigan Laws 450.4102
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Articles of organization: means the original documents filed to organize a limited liability company, as amended or restated by certificates of correction, amendment, or merger, by restated articles, or by other instruments filed or issued under any statute. See Michigan Laws 450.4102
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Constituent: means a party to a plan of merger, including the survivor. See Michigan Laws 450.4102
  • Contract: A legal written agreement that becomes binding when signed.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • domestic limited liability company: means an entity that is an unincorporated membership organization formed under this act. See Michigan Laws 450.4102
  • domestic limited partnership: means a limited partnership formed under the Michigan revised uniform limited partnership act, 1982 PA 213, MCL 449. See Michigan Laws 450.4102
  • Foreign limited liability company: means a limited liability company formed under laws other than the laws of this state. See Michigan Laws 450.4102
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • interest: means a member's rights in the limited liability company, including, but not limited to, any right to receive distributions of the limited liability company's assets and any right to vote or participate in management. See Michigan Laws 450.4102
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Member: means a person that has been admitted to a limited liability company as provided in section 501, or, in the case of a foreign limited liability company, a person that is a member of the foreign limited liability company in accordance with the laws under which the foreign limited liability company is organized. See Michigan Laws 450.4102
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Operating agreement: means a written agreement by the member of a limited liability company that has 1 member, or between all of the members of a limited liability company that has more than 1 member, pertaining to the affairs of the limited liability company and the conduct of its business. See Michigan Laws 450.4102
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: means an individual, partnership, limited liability company, trust, custodian, estate, association, corporation, nonprofit corporation, governmental entity, or any other legal entity. See Michigan Laws 450.4102
  • person: may extend and be applied to bodies politic and corporate, as well as to individuals. See Michigan Laws 8.3l
  • Service of process: The service of writs or summonses to the appropriate party.
  • state: when applied to the different parts of the United States, shall be construed to extend to and include the District of Columbia and the several territories belonging to the United States; and the words "United States" shall be construed to include the district and territories. See Michigan Laws 8.3o
  • Statute: A law passed by a legislature.
  • survivor: means the constituent that survives a merger, as identified in the certificate of merger. See Michigan Laws 450.4102
  • Vote: means an affirmative vote, approval, or consent. See Michigan Laws 450.4102