Michigan Agreement and Plan of Conversion -
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AN ACT to provide for the organization and regulation of limited liability companies; to prescribe their duties, rights, powers, immunities, and liabilities; to prescribe the powers and duties of certain state departments and agencies; and to provide for penalties and remedies. History: 1993, Act 23, Eff.
The conversion is permitted by the law that will govern the internal affairs of the business organization after conversion and the surviving business organization complies with that law in converting.
Michigan law has no provisions for entity domestication. If you plan to move your company to Michigan your can choose between qualifying your existing company as Michigan Foreign Entity, or dissolving it in the original state of registration and forming a new company in Michigan.
The state of Michigan permits professionals like attorneys, accountants, and physicians to create professional limited liability companies (PLLC).
In order to change your LLC name, you must file a Certificate of Amendment to the Articles of Organization with the Michigan Department of Licensing and Regulatory Affairs. This officially updates your legal entity (your Limited Liability Company) on the state records.
Under common law, the Michigan Supreme Court has recognized conversion as ?any act of dominion wrongfully exerted over another's personal property in denial of, or consistent with his (or her) rights therein.? In other words, the common law form of conversion involves one party's wrongful control over another's ...
While an LLC and PLLC both provide personal limited liability protection, a PLLC will not protect you from claims of malpractice or wrongdoing. However, a benefit of a PLLC is that the wrongdoing of one individual member does not create liability for other members.
An out-of-state LLC that offers services that Michigan law considers professional services can convert to a Michigan PLLC. Before doing so, the company must ensure that it and its members have all required licenses and generally comply with Michigan's PLLC laws.