Certificate of Dissolution (Michigan)
This form abandons amendments made to the articles of incorporation for use by Domestic Corporations in Michigan. The form provided here is simply a sample of what the actual Form 531 looks like.
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.
Name: __________________________
Address: __________________________
City: ___________________________
State: __________________________
Zip Code: ______________________
Document will be returned to the name and address you enter above.
If left blank document will be mailed to the registered office.
CERTIFICATE OF DISSOLUTION
For use by Domestic Corporations
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:
1. The name of the corporation is: __________________
2. The identification number assigned by the Bureau is: __________________
3. The dissolution was approved: (Check one of the following)
____ by written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407(1) of the Act. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation).
____ by written consent of all the shareholders or members entitled to vote in accordance with Section 407(2) of P.A. 284 of 1972, or 407(3) of P.A. 162 of 1982.
____ by agreement among the shareholders in accordance with Section 488 of P.A. 284 of 1972.
____ by written consent of all directors pursuant to Section 525 of the Act and the corporation is a nonprofit corporation organized on a nonstock directorship basis
____ at a meeting of the shareholders or members, held on the ___________________ day of __________________, __________
____ at a meeting of directors of a corporation organized on a nonprofit directorship basis held on the ___________________ day of __________________, __________ at ___________________________ (Location of Meeting)
Profit Corporations
Signed this___________________ day of __________________, __________
By _______________________ (Signature of an authorized officer or agent)
_________________________________ (Type or Print Name)
Non-Profit Corporations
Signed this___________________ day of __________________, __________
By _______________________ (Signature of President, Vice-President, Chairperson or Vice-Chairperson)
_________________________________ (Type or Print Name)
Preparer's Name ______________________________
Business telephone number: (________)_________________________
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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1. This document or a comparable one is to be used and filed pursuant to Section 804 of Act 284, P.A. of 1972, Act 162, P.A. of 1982, to dissolve a corporation by action of its shareholders, members, or Board of Directors if organized on a nonprofit directorship basis.
2. Submit one original of this document. Upon filing, the document will be added to the records of the Bureau of Commercial Services. The original will be returned to your registered office address, unless you enter a different address in the box on the front of this document.
Since this document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.
3. Item 2 - Enter the identification number assigned by the Bureau. If this number is unknown, leave it blank.
4. All corporations must obtain a tax clearance from the Michigan Department of Treasury, Tax Clearance Division, Michigan Department of Treasury, Lansing, Michigan 48922, (517) 241-5072. This certificate cannot be filed unless it is accompanied by the tax clearance.
5. All nonprofit corporations except churches must obtain a consent to dissolution, or a written statement that the consent is not required, from the Michigan Attorney General, Consumer Protection and Charitable Trusts Division, P.O. Box 30214, 525 West Ottawa, Lansing, MI 48909, (517) 373-1152. Application for the consent should be made at least 45 days before the desired effective date of the dissolution. This certificate cannot be filed unless it is accompanied by the consent or written statement.
6. This Certificate must be signed by:
PROFIT CORPORATIONS: an authorized officer or agent.
NONPROFIT CORPORATIONS: either the president, vice-president, chairperson or vice-chairperson.
PROFESSIONAL SERVICE CORPORATIONS: either the president, vice-president, chairperson or vice-chairperson.
7. NONREFUNDABLE FEE: Make remittance payable to the State of Michigan. Include corporation name and identification number on check or money order. ..................................................... $10.00
To submit by mail:
Michigan Department of Consumer & Industry Services
Bureau of Commercial Services
Corporation Division
7150 Harris Drive
P.O. Box 30054
Lansing, MI 48909
To submit in person:
6546 Mercantile Way
Lansing, MI
Telephone: (517) 241-6400
Fees may be paid by VISA or Mastercard when delivered in person to our office.
MICH-ELF (Michigan Electronic Filing System):
First time users: Call (517) 241-6420 or visit our website at https://www.cis.state.mi.us/bcs/corp/
Customer with MICH-ELF Filer Account: Send document to (517) 241-9845.