Restated Articles Of Incorporation For Use By Domestic Profit Corporations (Michigan)
This form restates articles of incorporation for use by domestic profit corporations in Michigan. The form provided here is simply a sample of what the actual Form 510 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.
RESTATED ARTICLES OF INCORPORATION
For use by Domestic Profit Corporations
Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executes the following Articles:
1. The present name of the corporation is: __________________
2. The identification number assigned by the Bureau is: __________________
3. All former names of the corporation are: __________________
4. The date of filing the original Articles of Incorporation was: __________________
The following Restated Articles of Incorporation supersede the Articles of Incorporation as amended and shall be the Articles of Incorporation for the corporation:
ARTICLE I
The name of the corporation is: __________________
ARTICLE II
The purpose or purposes for which the corporation is formed are: __________________
ARTICLE III
The total authorized shares:
Common shares __________________
Preferred shares __________________
A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows: __________________
ARTICLE IV
The address of the registered office is:
__________________ (Street Address)
__________________ (City), Michigan
__________________ (Zip Code)
2. The mailing address of the registered office, if different than above:
__________________ (Street Address or P.O. Box)
__________________ (City), Michigan
__________________ (Zip Code)
3. The name of the resident agent is: __________________
ARTICLE V (Optional. Delete if not applicable)
When a compromise or arrangement or a plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them or between this corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of this corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of this corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on this corporation.
ARTICLE VI (Optional. Delete if not applicable)
Any action required or permitted by the Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation's registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented in writing.
ARTICLE VII (Additional provisions, if any, may be inserted here; attach additional pages if needed.) ___________________
5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.
____ a. These Restated Articles of Incorporation were duly adopted on the __________________ day of __________________, __________________ in accordance with the provisions of Section 642 of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors.
Signed this __________________ day of __________________
________________________
________________________ (Signatures of Incorporators; Type or Print Name Under Each Signature)
____ b. These Restated Articles of Incorporation were duly adopted on the __________________ day of __________________, __________________ in accordance with the provisions of Section 642 of the Act and: (check one of the following)
____ were duly adopted by the Board of Directors without a vote of the shareholders. These Restated Articles of Incorporation only restate and integrate and do not further amend the provisions of the Articles of Incorporation as heretofore amended and there is no material discrepancy between those provisions and the provisions of these Restated Articles.
____ were duly adopted by the shareholders. The necessary number of shares as required by statute were voted in favor of these Restated Articles.
____ were duly adopted by the written consent of the shareholders 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 who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders is permitted only if such provision appears in the Articles of Incorporation.)
____ were duly adopted by the written consent of all the shareholders entitled to vote in accordance with section 407(2) of the Act.
Signed this __________________ day of __________________, __________________
By __________________
Name of person or organization remitting fees: __________________
Preparer's name and business telephone number: ___________________
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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1. The Articles of Incorporation cannot be restated until this form, or a comparable document, is submitted.
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. This document is to be used pursuant to sections 641 through 643 of Act 284, P.A. of 1972, for the purpose of restating the Articles of Incorporation of a domestic profit corporation. Restated articles of incorporation are an integration into a single instrument of the current provisions of the corporation's Articles of Incorporation, along with any desired amendments to those articles.
4. Item 2 - Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank.
5. Item 5 - Restated Articles of Incorporation submitted before the first meeting of the Board of Directors may be adopted by all of the incorporators by completing
Item 5(a). Restated Articles of Incorporation which do not amend the Articles of Incorporation may be adopted by the Board of Directors without a vote of the shareholders by completing
Item 5(b). Restated Articles of Incorporation which amend the Articles of Incorporation require adoption by the shareholders by completing Item 5(b).
6. The duration of the corporation should be stated in the restated Articles of Incorporation only if it is not perpetual.
7. For nonprofit charitable corporations, if restated articles change the term of existence to other than perpetual, Attorney General Consent should be obtained at the time of dissolution.
8. This document is effective on the date endorsed "filed" by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated.
9. This document must be signed by: (COMPLETE Item 5(a) or 5(b), BUT NOT BOTH) Item 5(a): must be completed and signed by a majority of the incorporators. Item 5(b): must be completed and signed by an authorized officer or agent.
10. FEES: Make remittance payable to the State of Michigan. Include corporation name and identification number on check or money order.
NONREFUNDABLE FEE .................................................................. $10.00
TOTAL MINIMUM FEE..................................................................... $10.00
ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES ARE:
each additional 20,000 authorized shares or portion thereof .............. $30.00
maximum fee per filing for first 10,000,000 authorized shares ................. $5,000.00
each additional 20,000 authorized shares or portion thereof in excess of 10,000,000 shares .................. $30.00
maximum fee per filing for authorized shares in excess of 10,000,000 shares .................. $200,000.00
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.