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Michigan · Snapshot open-us-law v2026.08, retrieved 2026-09-14

Mich. Comp. Laws § 450.1209: Articles of incorporation; permissible provisions.

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Where this section sits in the code
  1. MI Code
  2. Chapter 450
  3. Act Act-284-of-1972

Sec. 209.

The articles of incorporation may contain any provision not inconsistent with this act or another statute of this state, including any of the following:

A provision for management of the business and conduct of the affairs of the corporation, or creating, defining, limiting, or regulating the powers of the corporation, its directors and shareholders, or a class of shareholders.

A provision that under this act is required or permitted to be set forth in the bylaws.

A provision eliminating or limiting a director's liability to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except liability for any of the following:

The amount of a financial benefit received by a director to which he or she is not entitled.

Intentional infliction of harm on the corporation or the shareholders.

A violation of section 551.

An intentional criminal act.

If the articles of incorporation contain a provision eliminating the liability of a director prior to the amendatory act that amended subsection (1) and added this subsection, that provision shall be considered to eliminate the liability of a director as provided in subsection (1)(c).

Collected 2026-09-14T18:32:31Z. Source file · JSON

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