Michigan corporate bylaws outline the procedures and guidelines for running a corporation, including the rights and obligations of its members. By adopting comprehensive bylaws, corporations can establish policies, procedures, and structure for electing directors and officers, scheduling meetings, and distributing profits, among other things.
They also define shareholder powers and voting requirements and clarify the terms for indemnification of officers and directors in case of legal action.
Legal Requirements
Corporate bylaws are not required in Michigan (§ 450.1223); however, it is highly recommended.
- Annual Meetings – § 450.1402
- Corporate Bylaws – § 450.1223
- Issuance of Stock –§ 450.1301
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation of any of these.
- Prohibited Words: “Bank,” “Industrial Bank,” “Deposit,” “Surety,” “Security,” “Trust,” or “Trust company” if it is not a banking business or if it is unclear whether banking is being conducted. Corporations cannot use language that implies they are organized for an impermissible purpose.
- Name Reservation Period: Six months.
- Renewal Period: Statute silent.
- Transferability: Yes.
Emergency Bylaws
A corporation may establish emergency bylaws to manage the company and shareholders’ rights and capabilities (§ 450.1261(d)).
