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HOUSE BILL NO. 6216
A bill to amend 1993 PA 23, entitled
"Michigan limited liability company act,"
by amending sections 105, 210, 211, and 1008 (MCL 450.4105,
450.4210, 450.4211, and 450.5008), sections 105 and 210 as amended
by 2002 PA 686 and section 211 as amended by 2010 PA 290, and by
adding section 210a.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 105. (1) If the administrator fails promptly to file a 1
document submitted for filing under this act, the administrator, 2
within 10 days after receipt from the person submitting the 3
July 03, 2026, Introduced by Reps. Coffia, Rheingans, Miller, Dievendorf, Morgan, Skaggs,
Longjohn, Byrnes, Wegela, Grant and MacDonell and referred to Committee on Election
Integrity.
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document for filing of a written request for the filing of the 1
document, shall give to that person written notice of the refusal 2
to file that states the reasons for the failure to file the 3
document. If the document was originally submitted by electronic 4
transmission, the administrator may give the written notice by 5
electronic transmission. 6
(2) A person may seek judicial review of the administrator's 7
decision under sections 103, 104, and 106 of the administrative 8
procedures act of 1969, 1969 PA 306, MCL 24.303, 24.304, and 9
24.305.24.306. 10
(3) The administrator may revoke the certificate of authority 11
of a foreign limited liability company to transact business in this 12
state if the foreign limited liability company performs an act 13
described in section 210a(2). 14
(4) (3) If the administrator refuses or revokes the 15
authorization of a foreign limited liability company to transact 16
business in this state pursuant to under this act, the foreign 17
limited liability company may seek judicial review under sections 18
103, 104, and 106 of the administrative procedures act of 1969, 19
1969 PA 306, MCL 24.303, 24.304, and 24.305.24.306. 20
Sec. 210. Subject to the limitations provided in this act, 21
including, but not limited to, section 210a, any other statute of 22
this state, or its articles of organization, a limited liability 23
company has all powers necessary or convenient to effect any 24
purpose for which the company is formed, including all powers 25
granted to corporations in the business corporation act, 1972 PA 26
284, MCL 450.1101 to 450.2098. 27
Sec. 210a. (1) Except as otherwise provided in subsection (3), 28
a domestic limited liability company does not have any power to 29
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pay, contribute, or expend money or anything of value in support 1
of, or in opposition to, a candidate, political party, political 2
committee, or ballot question. The performance of an act described 3
in this subsection by a domestic limited liability company is 4
invalid and subject to disgorgement. 5
(2) Except as otherwise provided in subsection (3), a foreign 6
limited liability company does not have any power, privilege, or 7
right to pay, contribute, or expend money or anything of value in 8
support of, or in opposition to, a candidate, political party, 9
political committee, or ballot question in this state. The 10
performance of an act described in this subsection by a foreign 11
limited liability company is invalid and subject to disgorgement. 12
(3) Subsections (1) and (2) do not apply to either of the 13
following: 14
(a) An existing contract, debt instrument, security, or other 15
legal obligation validly entered into before the effective date of 16
the amendatory act that added this section. 17
(b) A bona fide news story, commentary, or editorial 18
distributed through the facilities of a broadcasting station or of 19
any print, online, or digital newspaper, magazine, blog, or other 20
periodical publication, unless the broadcasting, print, online, or 21
digital facility is owned or controlled by a candidate, political 22
party, or political committee. 23
(4) A domestic limited liability company that performs an act 24
described in subsection (1) is subject to dissolution as provided 25
in subsection (5). A foreign limited liability company that 26
performs an act described in subsection (2) is subject to 27
revocation of the foreign limited liability company's authority to 28
transact business in this state as provided in section 105. 29
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(5) The attorney general or the administrator may bring an 1
action for any of the following: 2
(a) A declaration that the performance of an act is invalid 3
under subsection (1) or (2). 4
(b) An order of disgorgement under subsection (1) or (2). 5
(c) An injunction against the performance of an act under 6
subsection (1) or (2). 7
(d) An order of dissolution of a domestic limited liability 8
company under subsection (4). 9
(6) As used in this section: 10
(a) "Ballot question" means that term as defined in section 2 11
of the Michigan campaign finance act, 1976 PA 388, MCL 169.202. 12
(b) "Candidate" means that term as defined in section 3 of the 13
Michigan campaign finance act, 1976 PA 388, MCL 169.203. 14
(c) "Domestic limited liability company" and "foreign limited 15
liability company" do not include a political committee. 16
(d) "Political committee" means a committee as that term is 17
defined in section 3 of the Michigan campaign finance act, 1976 PA 18
388, MCL 169.203. 19
Sec. 211. An Except as otherwise provided in section 210a, an 20
act of a limited liability company and a transfer of real or 21
personal property to or by a limited liability company, otherwise 22
lawful, is not invalid because the company was without capacity or 23
power to do the act or make or receive the transfer. , except that 24
However, the lack of capacity or power may be asserted in any of 25
the following: 26
(a) In an action by a member against the company to enjoin the 27
doing of an act or the transfer of real or personal property by or 28
to the company. 29
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(b) In an action by or in the right of the company to procure 1
a judgment in its favor against an incumbent or former member or 2
manager of the company for loss or damage due to an unauthorized 3
act of that member or manager. 4
(c) In an action or special proceeding by the attorney general 5
to dissolve the company or to enjoin it from the transaction of 6
unauthorized business. 7
Sec. 1008. (1) Without excluding other activities that may not 8
constitute transacting business in this state, a foreign limited 9
liability company is not considered to be transacting business in 10
this state, for the purposes of this act, because it is carrying on 11
in this state any 1 or more of the following activities: 12
(a) Maintaining, defending, or settling any proceeding. 13
(b) Holding meetings of its members or carrying on any other 14
activities concerning its internal affairs. 15
(c) Maintaining bank accounts. 16
(d) Maintaining offices or agencies for the transfer, 17
exchange, and registration of the foreign limited liability 18
company's own securities or maintaining trustees or depositaries 19
with respect to those securities. 20
(e) Selling through independent contractors. 21
(f) Soliciting or obtaining orders, whether by mail or through 22
employees or agents or otherwise, if the orders require acceptance 23
outside this state before they become contracts. 24
(g) Creating or acquiring indebtedness, mortgages, and 25
security interests in real or personal property. 26
(h) Securing or collecting debts or enforcing mortgages and 27
security interests in property securing the debts. 28
(i) Owning, without more, real or personal property. 29
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(j) Conducting an isolated transaction that is completed 1
within 30 days and that is not 1 transaction in the course of 2
repeated transactions of a like nature. 3
(k) Transacting business in interstate commerce. 4
(2) This section does not apply in determining the contacts or 5
activities that may subject a foreign limited liability company to 6
service of process or taxation in this state or to regulation under 7
any other law of this state. 8
(3) This section does not authorize a foreign limited 9
liability company to perform an act described in section 210a(2). 10
Enacting section 1. This amendatory act does not take effect 11
unless all of the following bills of the 103rd Legislature are 12
enacted into law: 13
(a) Senate Bill No. ____ (request no. S05239'25) or House Bill 14
No. 6218 (request no. H05239'25). 15
(b) Senate Bill No. ____ (request no. S05650'25) or House Bill 16
No. 6217 (request no. H05650'25). 17