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Undoing an Automatic Dissolution: Renewal of Corporate Existence in Michigan

The Business Corporation Act, P.A. 284 of 1972 allows a domestic corporation that was automatically dissolved to renew its corporate existence by filing the reports and paying the required fees (including late fees and penalties) for the years they were not filed.

Once the reports are filed and the fees and penalties are paid, the corporate existence is renewed as if dissolution never occurred.

1. Resolution. The board will adopt a resolution that the corporate existence be renewed pursuant to MCL 450.1815. The proposed renewal is then submitted for approval at a meeting of shareholders. Each shareholder of record entitled to vote must be given notice of the meeting and be told that the purpose of the meeting is to vote on the renewal of corporate existence.

The following resolution was unanimously adopted by the Board of Directors of XYZ Inc.

RESOLVED that the corporate existence of XYZ Inc. be renewed pursuant to MCL 450.1815.

This resolution is to be voted upon by the Shareholders at the annual meeting of Shareholders.

2. Meeting. At the meeting, the shareholders will vote on the renewal. Approval of a majority of the outstanding shares is needed to adopt the resolution pursuant to MCL 450.1815.

Renewal of Corporate Existence:
The Secretary presented for approval by the Shareholder a Resolution Authorizing the Renewal of Corporate Existence, which was read section by section. Upon motion, duly made, seconded and carried, it was resolved that the Resolution submitted at this meeting be, and the same hereby is, approved and adopted by the Shareholder. The Secretary is instructed to execute and file a certificate of renewal on behalf of the corporation.

3. Certificate. If renewal of the corporate existence is approved, a certificate of renewal shall be executed and filed setting forth the following pursuant to MCL 450.1815:

(i) The name of the corporation.

(ii) The date and place of the meeting of shareholders approving the renewal of existence.

(iii) A statement that renewal was approved by the requisite vote of directors and shareholders.

(iv) The duration of the corporation if other than perpetual.

This form is BCS/CD-525, Certificate of Renewal of Corporate Existence, available on the State of Michigan website.

4. Forms. To request the preprinted reports required and fees owed to renew corporate existence, send an email to corprenew at michigan dot gov. Include the corporation name, six-digit ID number assigned by this office, how you want your reports sent (email, fax, or mail) and an email address, fax number, or mailing address. You may also call the Business Services section at (517) 241-6470 to request the reports.

5. Fees. Fees for each year missing a report are $75. The current year must also be paid. Normal late fee structure applies for the current year. There is a $10 fee for filing the Certificate of Renewal.

Categories: Business Law

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