Michigan Laws 331.1503 – Dissolution of corporation or subsidiary corporation
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(1) Any corporation which has completed the purposes for which it was organized shall be dissolved by the adoption of a resolution by the affirmative vote of 2/3 of the members serving on its board of trustees, approved by a majority of the members serving on the county board of commissioners, city council, or village council and filed with the secretary of state. Unless a later date is specified in the resolution, such dissolution shall be effective upon filing with the secretary of state. Upon dissolution, all property of the corporation, real and personal, shall immediately vest in the local governmental unit, without further act or deed, and the local governmental unit shall be liable for all undischarged debts and liabilities of the corporation.
(2) Any subsidiary corporation which has completed the purposes for which it was organized shall be dissolved by the adoption of a resolution by the affirmative vote of 2/3 of the members serving on its subsidiary board, approved by a majority of the members serving on the board of trustees of its parent corporation and filed with the secretary of state. Unless a later date is specified in the resolution, such dissolution shall be effective upon filing with the secretary of state. Upon dissolution, all property of the subsidiary corporation shall immediately vest in its parent corporation, without further act or deed, and the parent corporation shall be liable for all undischarged debts and liabilities of the subsidiary corporation.
Terms Used In Michigan Laws 331.1503
- Board of trustees: means the board of trustees of a corporation created under or governed by this act. See Michigan Laws 331.1103
- City: means a city establishing a corporation incorporated under, or governed by, this act. See Michigan Laws 331.1103
- 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.
- Corporation: means a municipal health facilities corporation incorporated under this act or created under 1913 PA 350, MCL 331. See Michigan Laws 331.1103
- County: means a county establishing a corporation incorporated under, or governed by, this act. See Michigan Laws 331.1103
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Local governmental unit: means a county, city, or village. See Michigan Laws 331.1103
- 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
- Subsidiary board: means the board of trustees of a subsidiary corporation. See Michigan Laws 331.1103
- Subsidiary corporation: means a subsidiary municipal health facilities corporation incorporated under this act. See Michigan Laws 331.1103
- Village: means a village establishing a corporation incorporated under, or governed by, this act. See Michigan Laws 331.1103
(3) Notwithstanding the provisions of subsections (1) and (2), a corporation or subsidiary corporation shall not dissolve as long as any notes or corporation obligations issued pursuant to this act remain outstanding, unless such dissolution is specifically authorized by the instruments governing such notes or corporation obligations.