Fill and Sign the Michigan Dissolution Package to Dissolve Corporation Michigan Form

CORPORATE DISSOLUTION PACKAGE STATE OF MICHIGAN Electronic Version STATUTORY REFERENCE MICHIGAN COMPILED STATUTES §§450.1801 to 450.1864, and 450.1488 http://www.michiganlegislature.org/mileg.asp?page=ChapterIndex INTRODUCTORY NOTES AND LAW SUMMARY A Michigan corporation may be dissolved 1. By the automatic expiration of its period of duration as set forth in the Articles of Incorporation; 2. By the incorporators or directors; 3. By the board and the shareholders; 4. Pursuant to a shareholder agreement; 5. By a judgment of the circuit court; 6. Automatically for failure to file an annual report or pay the filing fee; OR 7. By court order in receivership or bankruptcy proceedings. THIS FORM PACKAGE ADDRESSES ONLY THE VOLUNTARY DISSOLUTION OF A MICHIGAN CORPORATION BY THE INCORPORATORS AND DIRECTORS, THE BOARD AND THE SHAREHOLDERS, AND/OR PURSUANT TO A SHAREHOLDER AGREEMENT. For a corporation to voluntarily dissolve by act of its incorporators or directors, the corporation must (1) have not commenced business; (2) have not issued any shares; (3) have no debts or liabilities; and, (4) have not received payment for any of its shares (or, if it received payment for shares, has returned those payments) A majority of the incorporators or directors may file a Certificate of Dissolution affirming the above requirements and stating that a majority of the incorporators or directors have elected that the corporation be dissolved. A corporation may also be dissolved by its board and shareholders. The Board must propose and recommend dissolution to the shareholders. In the alternative, the Board may determine that it has a conflict of interest or that special circumstances exist which dictate that no recommendation can be made. In this case, the Board must tell the shareholders the basis for its determination. The Board may condition its proposal for dissolution on any basis. The Board's proposed dissolution is then submitted to the shareholders at a duly noticed shareholder meeting. All shareholders, whether entitled to vote on the Board's recommendation or not, shall be notified of the meeting. Notice shall be timely given and the Notice shall state that one purpose of the meeting to vote on the dissolution of the corporation. The shareholders vote on the proposed dissolution at the meeting. The proposal must be approved by the holders of a majority of the outstanding shares of the corporation entitled to vote. If the dissolution is approved, a Certificate of Dissolution is filed. Finally, if there is a shareholder agreement regarding dissolution that complies with §450.1488 of the Michigan Business Corporation Act, then the Shareholders can dissolve the corporation. The corporation is dissolved when the Certificate of Dissolution is filed with the Michigan Department of Consumer and Industry Services. However, the corporation's existence is continued for the purpose of "winding up" the affairs of the corporation. During the winding up period, the corporation may only 1. Collect its assets. 2. Sell or otherwise transfer assets which are not to be distributed in kind to its shareholders. 3. Pay its debts and other liabilities. 4. And do all other acts incident to liquidation of the corporations business and affairs. During the winding up process of a dissolved corporation, its officers, directors and shareholders continue to function in the same manner as if dissolution had not occurred and title to the corporation's assets remains in the corporation's name until they are transferred. Shares may be transferred and the corporation may sue and be sued in its corporate name. Dissolution does not abate actions brought against the corporation prior to dissolution. Corporate dissolution does not change quorum or voting requirements for the board or shareholders, and does not alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, directors or officers, or provisions regarding amendment or repeal of bylaws or adoption of new bylaws. A dissolved corporation should notify its claimants/creditors in writing of the dissolution of the corporation. This may be done at any time after the effective date of the dissolution. The written notice MUST include: 1. A description of the information that must be included in a claim; 2. A mailing address where a claim may be sent; 3. The deadline [not be less than 6 months from the effective date of the written notice which is the earliest of the following: (a) the date it is received, five days after its deposit in the United States mail, as evidenced by the postmark, if it is mailed postpaid and correctly addressed, or the date shown on the return receipt, if the notice is sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee] by which claims must be received; AND 4. A statement that the claim will be barred if not received by the deadline. Giving of notice to claimants/creditors does not constitute and admission that a person to whom the notice is directed has a valid claim against the corporation. A claim against the dissolved corporation is barred 1. If a claimant who was given written notice does not deliver the claim to the dissolved corporation by the deadline, OR 2. If a claimant whose claim was rejected by a written notice of rejection by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the written notice of rejection. A dissolved corporation should also publish notice of dissolution. This may be done at any time after the effective date of dissolution. The published notice MUST 1. Be published 1 time in a newspaper of general circulation in the county where the dissolved corporation's principal office, or if there is no principal office in this state, its registered office, is or was last located. 2. State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within 1 year after the publication date of the newspaper notice. If the dissolved corporation publishes a newspaper notice, the following claimants are barred from pursuing claims UNLESS the claimant commences a proceeding to enforce the claim against the dissolved corporation within 1 year after the publication date of the newspaper notice: 1. A claimant who did not receive written notice from the corporation; 2. A claimant whose claim was timely sent to the dissolved corporation but not acted on. 3. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. PROVIDED, HOWEVER, a claimant having an existing claim known to the corporation at the time of publication of the notice, and who did not receive a written is not barred from commencing a proceeding until 6 months after the claimant has actual notice of the dissolution. "Before making a distribution of assets to shareholders in dissolution, a corporation shall pay or make provision for its debts, obligations, and liabilities. Compliance with this section requires that, to the extent that a reasonable estimate is possible, provision be made for those debts, obligations, and liabilities anticipated to arise after the effective date of dissolution. Provision need not be made for any debt, obligation, or liability that is or is reasonably anticipated to be barred under section 841a or 842a. The fact that corporate assets are insufficient to satisfy claims arising after a dissolution does not create a presumption that the corporation has failed to comply with this section. Adequate provision is deemed to have been made for any debt, obligation, or liability of the corporation if payment has been assumed or guaranteed in good faith by 1 or more financially responsible corporations, persons, or the United States government or agency of the United States government, and the provision, including the financial responsibility of the corporations or other persons, was determined in good faith and with reasonable care by the board to be adequate. After payment or adequate provision has been made for the corporation's debts, obligations, or liabilities, the remaining assets shall be distributed, except as otherwise provided in this section, in cash, in kind, or both in cash and in kind, to shareholders according to their respective rights and interests. A shareholder beneficially owning less than 5% of the outstanding shares may be paid in cash only, even if a shareholder beneficially owning 5% or more of the outstanding shares receives a distribution in kind, if the ownership of all shareholders receiving cash instead of distributions in kind without their written consent does not exceed 10% of all outstanding shares." Michigan Compiled Laws, §450.1855a. STEPS AND GUIDELINES TO DISSOLVE A MICHIGAN CORPORATION Step 1: Obtain the necessary Tax Clearance from the State Tax Commission. THIS TAX CLEARANCE IS NOT REQUIRED FOR FORM 1. A corporation must obtain a tax clearance from the Michigan Department of Treasury, Tax Clearance Division, Lansing, Michigan 48922. Phone: (517) 241-5072. The Certificate of Dissolution cannot be filed unless it is accompanied by the tax clearance. Step 2: If the corporation is being dissolved by the incorporator(s) or directors, and if it has not commenced business, has not issued any shares, and does not have any debts or other liabilities, then SEE FORM 1 - CERTIFICATE OF DISSOLUTION If the corporation does not meet these criteria, proceed to Step 3. To complete FORM 1, follow these instructions:  At the top of the page, provide the name and address to which you want the Certificate returned after filing.  1. Provide the name of the corporation EXACTLY as it appears on the records of the Bureau of Commercial Services.  2. Provide the identification number assigned to the corporation by the Bureau. If you do not know the number, leave this blank .  3. There is nothing to add to this section.  4. There is nothing to add to this section.  5. There is nothing to add to this section.  Date the Certificate.  Indicate whether the Certificate is being signed by a majority of the Incorporators or Directors .  Provide the necessary signature(s) and type or print the name and title of each signer.  File the original of the Certificate.  The filing fee is $10.00 Mail the original of the Certificate of Dissolution and the $10.00 filing fee (Make check payable to the State of Michigan and include corporation name and identification number on check or money order) to: FOR SUBMISSION BY MAIL, USE THIS ADDRESS: Michigan Department of Labor & Economic Growth Bureau of Commercial Services Corporation Division 7150 Harris Drive P.O. Box 30054 Lansing, MI 48909 FOR SUBMISSION IN PERSON OR BY COURIER, USE THIS ADDRESS: Michigan Department of Labor & Economic Growth Bureau of Commercial Services Corporation Division 2501 Woodlake Circle Okemos, MI Telephone: (517) 241-6470 A cover letter to send with CERTIFICATE OF DISSOLUTION is included in this packet. SEE FORM 2 - TRANSMITTAL LETTER Step 3: If the corporation is being dissolved by the Board of Directors and the shareholders, have the Directors adopt a Resolution recommending the dissolution of the corporation. SEE FORM A - RESOLUTION OF DIRECTORS 2. Mail a Notice of Special Meeting to EVERY shareholder. SEE FORM B - NOTICE OF SPECIAL MEETING 3. At the special Meeting the shareholders must approve the resolution. In the alternative, the shareholders may elect to sign a Written Consent. SEE FORM C - WRITTEN CONSENT OF SHAREHOLDERS Step 4: After the shareholders have approved or consented to the dissolution, you are ready to complete the Certificate of Dissolution. SEE FORM 3 - CERTIFICATE OF DISSOLUTION To complete FORM 3, follow these instructions:  At the top of the page, provide the name and address to which you want the Certificate returned after filing.  1. Provide the name of the corporation EXACTLY as it appears on the records of the Bureau of Commercial Services.  2. Provide the identification number assigned to the corporation by the Bureau. If you do not know the number, leave this blank .  3. Indicate how the dissolution was approved.  Date the Certificate.  Have an authorized agent or officer sign the Certificate.  Type or print the name and title of the signer.  File the original of the Certificate.  The filing fee is $10.00  A tax clearance from the Michigan Department of Treasury, Tax Clearance Division, Michigan Department of Treasury must be filed with the Certificate of Dissolution. Mail the original of the Certificate of Dissolution, the tax clearance, and the $10.00 filing fee (Make check payable to the State of Michigan and include corporation name and identification number on check or money order) to: FOR SUBMISSION BY MAIL, USE THIS ADDRESS: Michigan Department of Labor & Economic Growth Bureau of Commercial Services Corporation Division 7150 Harris Drive P.O. Box 30054 Lansing, MI 48909 FOR SUBMISSION IN PERSON OR BY COURIER, USE THIS ADDRESS: Michigan Department of Labor & Economic Growth Bureau of Commercial Services Corporation Division 2501 Woodlake Circle Okemos, MI Telephone: (517) 241-6470 A cover letter to send with CERTIFICATE OF DISSOLUTION is included in this packet. SEE FORM 2 - TRANSMITTAL LETTER Step 5: CLAIMS AGAINST A DISSOLVED CORPORATION 1. The dissolved corporation should deliver (see notes above) to each of its known claimants written notice of the dissolution. SEE FORM 4 - NOTICE TO CLAIMANTS 2. The corporation may totally or partially reject any claim made by a claimant. SEE FORM 5 - NOTICE OF REJECTION OF CLAIM 3. The corporation should publish a Notice to Claimants. This notice MUST be published one time in a newspaper of general circulation in the county where the corporation's principal office is or was last located or, if there is no principal office, where the corporation's registered office is or was last located. SEE FORM 6 - NOTICE TO CLAIMANTS (Publication) Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _________________________________________________________, a Michigan corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest: _____________________________________ Secretary FORM B NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of __________________________________________________________, a Michigan corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM C WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, a Michigan corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM 1 CERTIFICATE OF DISSOLUTION (by incorporators / initial directors) Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/MI/MI-Diss-initial.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. FORM 2 TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Michigan Department of Labor & Economic Growth Bureau of Commercial Services Corporation Division 7150 Harris Drive P.O. Box 30054 Lansing, MI 48909 Re: Certificate of Dissolution Dear Sir: Enclosed please find an original of the Certificate of Dissolution (and the tax clearance, if applicable) and the filing fee of $10.00. Please file and provide a filed copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, __________________________ Signature Enclosures Check # __________ Enclosed for $___________ FORM 3 CERTIFICATE OF DISSOLUTION (by Directors recommendation and Shareholder vote) Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/MI/MI-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. FORM 4 NOTICE TO CLAIMANTS NOTICE TO CLAIMANT You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________________, a Michigan corporation, filed Articles of Dissolution. You may be able to assert the following claim against the corporation. You must fully describe your claim and send it to the following address: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Your claim must be received by ___________________________________________________ (cannot be less than 6 months from the date of this notice). YOU MUST MAIL CONFIRMATION OF YOUR CLAIM TO THE CORPORATION. YOUR CLAIM WILL BE BARRED IF WRITTEN NOTICE OF YOUR CLAIM IS NOT RECEIVED BY THE DEADLINE. Name of Corporation: ___________________________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 5 NOTICE OF REJECTION OF CLAIM NOTICE OF REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________________, a Michigan corporation, rejected all or part of the claim you submitted to the corporation. _____ ALL OF YOUR CLAIM WAS REJECTED. _____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ______________________________________________________________________________ ______________________________________________________________________________ Name of Corporation: ___________________________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 6 NOTICE TO CLAIMANTS (Publication) NOTICE TO CLAIMANTS (Publication) You are hereby notified that on the _____day of _____________________________, 20 _____, __________________________________________________________________, a Michigan corporation, filed Articles of Dissolution. You may be able to assert a claim against the corporation. If you have a claim against the corporation, describe the claim and mail it to the address listed below. Your claim must be received by __________________________________________________. Claims must be sent to: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ YOU MUST MAIL CONFIRMATION OF YOUR CLAIM TO THE CORPORATION. YOUR CLAIM WILL BE BARRED UNLESS A PROCEEDING TO ENFORCE THE CLAIM IS COMMENCED WITHIN ONE YEAR AFTER THE PUBLICATION DATE OF THIS NOTICE. Name of Corporation: ___________________________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________