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MICHIGAN STATUTES AND CODES
Section 450.2855 - Application and distribution of assets upon dissolution.
Act 162 of 1982
450.2855 Application and distribution of assets upon dissolution.
Sec. 855.
Upon dissolution, the assets of a corporation shall be applied and distributed as follows:
(a) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor.
(b) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements.
(c) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed in accordance with any provisions in the articles of incorporation or bylaws which designate 1 or more recipients or a mechanism for determining 1 or more recipients which are domestic or foreign corporations, societies, or organizations, including governmental agencies, engaged in activities furthering such purposes. If the articles of incorporation or bylaws do not contain such provisions, such assets shall be transferred or conveyed to 1 or more domestic or foreign corporations, societies, or organizations, including governmental agencies, engaged in activities substantially similar to or consistent with those of the dissolving corporation.
(d) Other assets, if any, shall be distributed in accordance with provisions of the articles of incorporation or the bylaws which determine the distributive rights of shareholders or members, or any class or classes of shareholders or members, or provide for distribution to others.
(e) Any remaining assets may be distributed to such persons, societies, organizations, domestic or foreign corporations, or domestic or foreign business corporations, as may be specified in a plan of distribution adopted by the corporation.
(f) When there is no provision for the distribution of assets, the assets remaining after implementation of the provisions of this section shall escheat to the state.
History: 1982, Act 162, Eff. Jan. 1, 1983