Michigan Laws 450.1642 – Designation and contents of restated articles; omission
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Terms Used In Michigan Laws 450.1642
- 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.
- 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.
- 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
(1) Restated articles of incorporation must meet all of the following, as applicable:
(a) Include the designation “restated articles of incorporation” in the heading.
(b) In the heading or in an introductory paragraph, state the corporation‘s present name, and, if it has been changed, all of its former names and the date of filing of its original articles.
(c) If adopted by the incorporators, state that they were duly adopted by unanimous consent of the incorporators before the first meeting of the board under section 611(1)(a). If adopted by the board without a vote of the shareholders, state both of the following:
(i) That they only restate and integrate and do not further amend the articles as amended; or that the restated articles only restate and integrate the articles and include only amendments adopted under section 611(1)(b) or (2).
(ii) There is no material discrepancy between the provisions of the articles of incorporation as amended and the provisions of the restated articles.
(d) If adopted by the shareholders, state that they were duly adopted by the shareholders under section 611(3).
(2) Restated articles of incorporation may omit any provisions of the original articles that named the incorporators, the initial board, or original subscribers for shares, and the omission shall not be considered a further amendment to the articles of incorporation.