Michigan Laws > Chapter 450 > Act 23 of 1993 – Michigan Limited Liability Company Act


Article 1
Article 2
Article 3
Article 4
Article 5
Article 6
Article 7
Article 8
Article 9
Article 10
Article 11

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

Terms Used In Michigan Laws > Chapter 450 > Act 23 of 1993 - Michigan Limited Liability Company Act

Accredited veterinarian: means a veterinarian approved by the administrator of the United States Department of Agriculture, Animal and Plant Health Inspection Service in accordance with 9 C. See Michigan Laws 287.703
Administrator: means the director of the department or his or her designated representative. See Michigan Laws 450.4102
Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
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.
Animal: means mollusks, crustaceans, and vertebrates other than human beings including, but not limited to, livestock, exotic animals, aquaculture species, and domestic animals. See Michigan Laws 287.703
Animal control officer: means a county animal control officer as described in section 29a and 29b of the dog law of 1919, 1919 PA 339, MCL 287. See Michigan Laws 287.1002
animal protection shelter: means an animal control shelter or animal protection shelter, respectively, registered with the department under section 6 of 1969 PA 287, MCL 287. See Michigan Laws 287.1002
Animal welfare: means the well-being of animals based upon animal husbandry, animal science, and veterinary science practices and standards. See Michigan Laws 287.703
Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
Approved laboratory: means a state, federal, or private veterinary diagnostic laboratory approved by the United States Department of Agriculture, Animal and Plant Health Inspection Service, veterinary services, to conduct approved official laboratory tests for a specific reportable animal disease. See Michigan Laws 287.703
Aquaculture: means the propagation and rearing of aquaculture species on the approved list of aquaculture species under the Michigan aquaculture development act, 1996 PA 199, MCL 286. See Michigan Laws 287.703
Aquaculture lot: means a group of aquatic animals that share approximately the same risk of exposure to a pathogenic agent or toxin within a defined location due to common management or sharing a common aquatic environment. See Michigan Laws 287.703
Arrest: Taking physical custody of a person by lawful authority.
Articles of organization: means the original documents filed to organize a limited liability company, as amended or restated by certificates of correction, amendment, or merger, by restated articles, or by other instruments filed or issued under any statute. See Michigan Laws 450.4102
Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
Attorney-at-law: A person who is legally qualified and licensed to practice law, and to represent and act for clients in legal proceedings.
Autogenous veterinary biological: means all bacteria, viruses, serums, toxins, or analogous products from a specific herd that are custom-made with herd-specific antigens. See Michigan Laws 287.703
Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
Biosecurity: means measures, actions, or precautions taken to prevent the transmission of disease in, among, or between free-ranging and privately owned cervidae species. See Michigan Laws 287.952
Business plan: means a written document of intent that a person submits to the department that defines the methods, protocols, or procedures that the person intends on implementing to be in compliance with this act. See Michigan Laws 287.952
Carcasses: means the dead bodies of domestic animals. See Michigan Laws 287.703
Cattle: means all bovine (genus bos) animals, bovinelike animals (genus bison) also commonly referred to as American buffalo or bison, and any cross of these species unless otherwise specifically provided. See Michigan Laws 287.703
Cervidae livestock facility: means a privately owned cervidae livestock operation on privately controlled lands capable of holding cervidae species. See Michigan Laws 287.952
Cervidae livestock operation: means an operation that contains 1 or more privately owned cervidae species involving the producing, growing, propagating, using, harvesting, transporting, exporting, importing, or marketing of cervidae species or cervidae products under an appropriate registration. See Michigan Laws 287.952
Cervidae products: means any products, co-products, or by-products of cervidae, including antler, antler velvet, meat, or any part of the animal. See Michigan Laws 287.952
Cervidae species: means members of the cervidae family including, but not limited to, deer, elk, moose, reindeer, and caribou. See Michigan Laws 287.952
Charity: An agency, institution, or organization in existence and operating for the benefit of an indefinite number of persons and conducted for educational, religious, scientific, medical, or other beneficent purposes.
Civil forfeiture: The loss of ownership of property used to conduct illegal activity.
Commingling: means concurrently or subsequently sharing or subsequent use by livestock or other domestic animals of the same pen or same section in a facility or same section in a transportation unit where there is physical contact or contact with bodily excrements, aerosols, or fluids from other livestock or domestic animals. See Michigan Laws 287.703
Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
Consignee: means a person receiving animals at the point of destination named on an official interstate or intrastate health certificate, official interstate certificate of veterinary inspection or animal movement certificate, entry authorization form, fish disease inspection report, owner-shipper statement, or sales invoice. See Michigan Laws 287.703
Consignor: means a person moving animals from a point of origin named on an official interstate or intrastate health certificate, official interstate certificate of veterinary inspection or animal movement certificate, entry authorization form, fish disease inspection report, owner-shipper statement, or sales invoice. See Michigan Laws 287.703
Constituent: means a party to a plan of merger, including the survivor. See Michigan Laws 450.4102
Contract: A legal written agreement that becomes binding when signed.
Contribution: means anything of value that a person contributes to the limited liability company as a prerequisite for, or in connection with, membership, including cash, property, services performed, or a promissory note or other binding obligation to contribute cash or property, or to perform services. See Michigan Laws 450.4102
Conviction: A judgement of guilt against a criminal defendant.
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.
Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
Dealer: means a person required to be licensed under 1937 PA 284, MCL 287. See Michigan Laws 287.703
Deed: The legal instrument used to transfer title in real property from one person to another.
Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
Department: means the department of agriculture and rural development. See Michigan Laws 287.703
Department: means the Michigan department of natural resources. See Michigan Laws 287.952
Department: means the department of agriculture. See Michigan Laws 287.992
Department: means the department of agriculture and rural development. See Michigan Laws 287.1002
Department: means the department of licensing and regulatory affairs. See Michigan Laws 450.4102
Direct movement: means transfer of animals to a destination without unloading the animals en route. See Michigan Laws 287.703
Director: means the director of the department or his or her authorized representative. See Michigan Laws 287.703
Director: means the director of the Michigan department of natural resources or his or her designee. See Michigan Laws 287.952
Disease: means any animal health condition with potential for economic impact, public or animal health concerns, or food safety concerns. See Michigan Laws 287.703
Dismissal: The dropping of a case by the judge without further consideration or hearing. ^Source:
Distribute: means to deliver other than by administering or dispensing a veterinary biological. See Michigan Laws 287.703
Distribution: means a direct or indirect transfer of money or other property or the incurrence of indebtedness by a limited liability company to or for the benefit of its members or assignees of its members in respect of the members' membership interests. See Michigan Laws 450.4102
Dog: means an animal of the species Canisfamiliaris or Canislupusfamiliaris. See Michigan Laws 287.1002
domestic limited liability company: means an entity that is an unincorporated membership organization formed under this act. See Michigan Laws 450.4102
domestic limited partnership: means a limited partnership formed under the Michigan revised uniform limited partnership act, 1982 PA 213, MCL 449. See Michigan Laws 450.4102
electronically transmitted: means any form of communication that meets all of the following:

(i) It does not directly involve the physical transmission of paper. See Michigan Laws 450.4102

Equidae: means all animals of the equine family and includes horses, asses, jacks, jennies, hinnies, mules, donkeys, burros, ponies, and zebras. See Michigan Laws 287.703

Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}

Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.

Exhibition facility: means a facility used or intended to be used for public view, show, display, swap, exchange, entertainment, advertisement, educational event, or competition involving animals. See Michigan Laws 287.703

Exhibition or exposition: means a congregation, gathering, or collection of animals that are presented or exposed to public view for show, display, swap, exchange, entertainment, educational event, instruction, advertising, or competition. See Michigan Laws 287.703

Exhibitor: means a person that presents an animal for public display, exhibition, or competition or enters an animal in a fair, show, exhibition, or exposition. See Michigan Laws 287.703

Exotic animal: means a species of animal that is not native to the United States. See Michigan Laws 287.703

Facility: means an indoor or outdoor cage, pen, or similar enclosure where a wolf-dog cross is kept. See Michigan Laws 287.1002

Fair: means a competition and educational exhibition of agricultural commodities and manufactured products for which premiums may be paid. See Michigan Laws 287.703

felony: when used in this act, shall be construed to mean an offense for which the offender, on conviction may be punished by death, or by imprisonment in state prison. See Michigan Laws 750.7

Feral swine: means swine that have lived their life or any part of their life as free roaming. See Michigan Laws 287.703

Flock: means all of the poultry on 1 premises or, in the discretion of the department, a group of poultry that is segregated from all other poultry on the same premises. See Michigan Laws 287.703

flushed: means to move or chase from a cervidae livestock facility. See Michigan Laws 287.952

Foreign limited liability company: means a limited liability company formed under laws other than the laws of this state. See Michigan Laws 450.4102

Fraud: Intentional deception resulting in injury to another.

Fund: means the animal welfare fund created in section 3. See Michigan Laws 287.992

Garbage: means any animal origin products, including those of poultry and fish origin, or other animal material resulting from the handling, processing, preparation, cooking, or consumption of foods. See Michigan Laws 287.703

Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.

grantee: may be construed as including every person to whom any such interest or estate passes in like manner. See Michigan Laws 8.3e

Herd: means an isolated group of livestock maintained on common ground for any purpose, or 2 or more groups of livestock under common ownership or supervision that are geographically separated but that have an interchange or movement of livestock without regard to health status as determined by the director. See Michigan Laws 287.703

in writing: shall be construed to include printing, engraving, and lithographing; except that if the written signature of a person is required by law, the signature shall be the proper handwriting of the person or, if the person is unable to write, the person's proper mark, which may be, unless otherwise expressly prohibited by law, a clear and classifiable fingerprint of the person made with ink or another substance. See Michigan Laws 8.3q

Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. ^{Source: FDIC}

Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.

Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.

interest: means a member's rights in the limited liability company, including, but not limited to, any right to receive distributions of the limited liability company's assets and any right to vote or participate in management. See Michigan Laws 450.4102

Intestate: Dying without leaving a will.

Intrastate movement: means movement from 1 premises to another within this state. See Michigan Laws 287.703

Isolated: means the physical separation of animals by a physical barrier or geographical distance in such a manner that other animals do not have access to the isolated animals' bodies, excrement, aerosols, or discharges, as approved by the director. See Michigan Laws 287.703

Joint tenancy: A form of property ownership in which two or more parties hold an undivided interest in the same property that was conveyed under the same instrument at the same time. A joint tenant can sell his (her) interest but not dispose of it by will. Upon the death of a joint tenant, his (her) undivided interest is distributed among the surviving joint tenants.

Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.

Law enforcement agency: means the department of state police, the department of natural resources, a law enforcement agency of a county, township, city, or village, or a tribal law enforcement agency that is responsible for the prevention and detection of crime and enforcement of the criminal laws of this state. See Michigan Laws 287.703

Law enforcement officer: means a person appointed by the state or a local governmental unit who is responsible for the enforcement of the criminal laws of this state. See Michigan Laws 287.952

Law enforcement officer: means :

(i) A sheriff or sheriff's deputy. See Michigan Laws 287.1002

Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}

Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.

Licensed person: means an individual who is licensed or otherwise legally authorized to practice a professional service by a court, department, board, commission, or an agency of this state or another jurisdiction, any corporation or professional services corporation all of whose shareholders are licensed persons, any partnership all of whose partners are licensed persons, or any limited liability company all of whose members and managers are licensed persons. See Michigan Laws 450.4902

Lien: A claim against real or personal property in satisfaction of a debt.

Livestock: means those species of animals used for human food or for fiber or those species of animals used for service to humans. See Michigan Laws 287.703

Local unit: means a city, village, township, or county. See Michigan Laws 287.1002

Low-profit limited liability company: means a limited liability company that has included in its articles of organization a purpose that meets, and that at all times conducts its activities to meet, all of the following requirements:

(i) The limited liability company significantly furthers the accomplishment of 1 or more charitable or educational purposes described in section 170(c)(2)(B) of the internal revenue code of 1986, 26 USC 170, and would not have been formed except to accomplish those charitable or educational purposes. See Michigan Laws 450.4102

Majority in interest: means a majority of votes as allocated by an operating agreement, or by the statute in the absence of an allocation by operating agreement, and held by members entitled to vote on a matter submitted for a vote by members. See Michigan Laws 450.4102

managers: means a person or persons designated to manage the limited liability company pursuant to a provision in the articles of organization stating that the business is to be managed by or under the authority of managers. See Michigan Laws 450.4102

Member: means a person that has been admitted to a limited liability company as provided in section 501, or, in the case of a foreign limited liability company, a person that is a member of the foreign limited liability company in accordance with the laws under which the foreign limited liability company is organized. See Michigan Laws 450.4102

month: means a calendar month; the word "year" a calendar year; and the word "year" alone shall be equivalent to the words "year of our Lord". See Michigan Laws 8.3j

Mortgage: The written agreement pledging property to a creditor as collateral for a loan.

National Poultry Improvement Plan: means a plan for the control or eradication of certain poultry diseases that is published in 9 C. See Michigan Laws 287.703

Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.

Offal: means the waste parts resulting from the processing of animals, poultry, fish, and aquaculture species. See Michigan Laws 287.703

Official identification: means an identification ear tag, tattoo, electronic identification, or other identification approved by the United States Department of Agriculture or the department. See Michigan Laws 287.703

official interstate certificate of veterinary inspection: means a form in paper or electronic format approved by the director with a unique identifier that documents the information required under section 20 and that is issued for animals that are being imported to or exported from this state not more than 30 days prior to the importation or exportation of those animals. See Michigan Laws 287.703

Official test: means a sample of specific material collected from an animal with official identification by an accredited veterinarian, state or federal veterinary medical officer, or other person authorized by the director and analyzed by a laboratory certified by the United States Department of Agriculture or the department to conduct the test, or a diagnostic injection administered and analyzed by an accredited veterinarian or a state or federal veterinary medical officer. See Michigan Laws 287.703

Official vaccination: means a vaccination that the director has designated for a reportable animal disease, administered by an accredited veterinarian or a state or federal veterinary medical officer, and documented on a form supplied by the department. See Michigan Laws 287.703

Operating agreement: means a written agreement by the member of a limited liability company that has 1 member, or between all of the members of a limited liability company that has more than 1 member, pertaining to the affairs of the limited liability company and the conduct of its business. See Michigan Laws 450.4102

Originate: means the direct movement of animals from a herd or flock of origin. See Michigan Laws 287.703

Owner: means the person who owns or is responsible for a cervidae livestock operation. See Michigan Laws 287.952

Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.

Permit: means a permit issued under section 4. See Michigan Laws 287.1002

Person: means an individual, partnership, corporation, cooperative, association, joint venture, or other legal entity including, but not limited to, contractual relationships. See Michigan Laws 287.703

Person: means an individual, corporation, limited liability corporation, partnership, association, joint venture, or other legal entity. See Michigan Laws 287.952

Person: means an individual, partnership, corporation, association, governmental entity, or other legal entity. See Michigan Laws 287.1002

Person: means an individual, partnership, limited liability company, trust, custodian, estate, association, corporation, nonprofit corporation, governmental entity, or any other legal entity. See Michigan Laws 450.4102

person: may extend and be applied to bodies politic and corporate, as well as to individuals. See Michigan Laws 8.3l

Personal property: All property that is not real property.

Pet shop: means a pet shop licensed by the department under section 3 of 1969 PA 287, MCL 287. See Michigan Laws 287.1002

Plaintiff: The person who files the complaint in a civil lawsuit.

Poultry: means , but is not limited to, chickens, guinea fowl, turkeys, waterfowl, pigeons, doves, peafowl, and game birds that are propagated and maintained under the husbandry of humans. See Michigan Laws 287.703

Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. ^{Source: OCC}

Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.

Prior entry permit: means a code that is obtained from the department for specific species of animals imported into this state that is recorded on the official interstate health certificate, official interstate certificate of veterinary inspection, or fish disease inspection report before entry into this state. See Michigan Laws 287.703

Privately owned cervid: means all species of the cervid family including, but not limited to, deer, elk, moose, and all other members of the family cervidae propagated and maintained under the husbandry of humans for the production of meat and other agricultural products, sport, exhibition, or any other purpose approved by the director. See Michigan Laws 287.703

Professional service: means a type of personal service to the public that requires as a condition precedent to the rendering of the service the obtaining of a license or other legal authorization. See Michigan Laws 450.4902

Professional services corporation: means a corporation formed under former 1962 PA 192 or a corporation incorporated under and governed by chapter 2A of the business corporation act, 1972 PA 284, MCL 450. See Michigan Laws 450.4902

Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.

Public law: A public bill or joint resolution that has passed both chambers and been enacted into law. Public laws have general applicability nationwide.

Pullorum-typhoid: means a disease of poultry caused by Salmonella pullorum or Salmonella gallinarum. See Michigan Laws 287.703

Quarantine: means enforced isolation of an animal or group of animals or restriction of movement of an animal or group of animals, equipment, feed and food products, or vehicles to or from any structure, premises, or area of this state, including the entirety of this state, determined by the director. See Michigan Laws 287.703

Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.

Release: means to cause or allow an animal to become located outside the perimeter fence of a cervidae livestock facility not under the direct control of the owner. See Michigan Laws 287.952

Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.

Reportable animal disease: means an animal disease on the current reportable animal disease list maintained by the state veterinarian that poses a serious threat to the animal industry, public health, or animal health. See Michigan Laws 287.703

Right of rescission: Right to cancel, within three business days, a contract that uses the home of a person as collateral, except in the case of a first mortgage loan. There is no fee to the borrower, who receives a full refund of all fees paid. The right of rescission is guaranteed by the Truth in Lending Act (TILA). ^{Source: OCC}

seal: shall be construed to include any of the following:

(a) The impression of the seal on the paper alone. See Michigan Laws 8.3n

Service of process: The service of writs or summonses to the appropriate party.

Services in a learned profession: means services rendered by a dentist, an osteopathic physician, a physician, a surgeon, a doctor of divinity or other clergy, or an attorney-at-law. See Michigan Laws 450.4102

Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.

shall not apply: means that the pertinent provision is not operative as to certain persons or things or in conjunction with a particular date or dates. See Michigan Laws 8.4c

Sow: means a female swine that has farrowed or given birth to or aborted 1 litter or more. See Michigan Laws 287.703

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

State animal anticruelty laws: means the laws and standards provided for the adequate care of animals in chapter IX of the Michigan penal code, 1931 PA 328, MCL 750. See Michigan Laws 287.992

State veterinarian: means the chief animal health official of this state as appointed by the director under section 7, or his or her authorized representative. See Michigan Laws 287.703

Statute: A law passed by a legislature.

Summons: Another word for subpoena used by the criminal justice system.

survivor: means the constituent that survives a merger, as identified in the certificate of merger. See Michigan Laws 450.4102

Swine: means any of the ungulate mammals of the family suidae. See Michigan Laws 287.703

Testate: To die leaving a will.

Toxicological disease: means any condition caused by or related to a toxic substance. See Michigan Laws 287.703

Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.

Trustee: A person or institution holding and administering property in trust.

United States: shall be construed to include the district and territories. See Michigan Laws 8.3o

Veterinarian: means a person licensed to practice veterinary medicine under article 15 of the public health code, 1978 PA 368, MCL 333. See Michigan Laws 287.703

Veterinarian: means a person licensed to practice veterinary medicine under article 15 of the public health code, 1978 PA 368, MCL 333. See Michigan Laws 287.1002

Veterinary biological: means all bacteria, viruses, serums, toxins, and analogous products of natural or synthetic origin, or products prepared from any type of genetic engineering, such as diagnostics, antitoxins, vaccines, live microorganisms, killed microorganisms, or the antigenic or immunizing components of microorganisms intended for use in the diagnosis, treatment, or prevention of diseases in animals. See Michigan Laws 287.703

Vote: means an affirmative vote, approval, or consent. See Michigan Laws 450.4102

Wild animal: means that term as defined in section 43508 of the natural resources and environmental protection act, 1994 PA 451, MCL 324. See Michigan Laws 287.703

Wolf: means an animal of the species Canisrufus or Canislupus, but does not include an animal of the species Canislupusfamiliaris. See Michigan Laws 287.1002

Wolf-dog cross: means a canid resulting from the breeding of any of the following:

(i) A wolf with a dog. See Michigan Laws 287.1002