2011 Michigan Compiled Laws
Chapter 450 — CORPORATIONS
Act 284 of 1972 — BUSINESS CORPORATION ACT (450.1101 - 450.2099)
284-1972-2 — CHAPTER 2 FORMATION; PURPOSES AND POWERS (450.1201...450.1275)
Section 450.1271 — Asserting lack of corporate capacity or power.
BUSINESS CORPORATION ACT (EXCERPT)
Act 284 of 1972
450.1271 Asserting lack of corporate capacity or power.
Sec. 271.
An act of a corporation and a transfer of real or personal property to or by a corporation, otherwise lawful, is not invalid because the corporation was without capacity or power to do the act or make or receive the transfer. However the lack of capacity or power may be asserted:
(a) In an action by a shareholder against the corporation to enjoin the doing of an act or the transfer of real or personal property by or to the corporation.
(b) In an action by or in the right of the corporation to procure a judgment in its favor against an incumbent or former officer or director of the corporation for loss or damage due to his unauthorized act.
(c) In an action or special proceeding by the attorney general to dissolve the corporation or to enjoin it from the transacting of unauthorized business.
History: 1972, Act 284, Eff. Jan. 1, 1973
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