Mich. Admin. Code R. 436.1110 - Application for license by limited liability company; receipt of distributions by assignee of membership interest in company; approval for reorganization or realignment of company; transfer fee; notification of changes in managers, members, assignees, articles of organization, or operating agreement; investigation of company; company authorization to do business in state required
Rule 10.
(1) A
limited liability company applying for a license shall file all of the
following items with the commission, as applicable:
(a) If a foreign limited liability company, a
copy of the certificate of authority issued by the Michigan department of labor
and economic growth.
(b) If a
domestic limited liability company, a copy of the articles of organization
filed with the Michigan department of labor and economic growth.
(c) A copy of the operating agreement or
agreements or bylaws entered into by the members under 1993 PA 23, MCL 450.4101
et seq.
(d) A copy of any
amendments to its articles of organization.
(e) A copy of the most recent annual
statement, if any, filed with the Michigan department of labor and economic
growth.
(f) A signed statement that
includes the full names and addresses of its current members, managers, and
assignees of membership interest.
(g) A statement signed by a manager of the
limited liability company or by at least 1 member if management is reserved to
the members naming the person authorized to sign the application and other
documents required by the commission. If a foreign limited liability company, a
person who has the authority to sign under the laws of the jurisdiction of its
organization shall sign the statement and shall indicate the capacity in which
the person signs the statement.
(2) An assignee of any membership interest in
a licensed limited liability company shall not receive the distributions to
which the assignor would be entitled, unless the assignee has received the
prior written approval of the commission.
(3) Any reorganization or realignment of a
limited liability company within a single licensing year that results in a
transfer of more than 10% of the total interest in the limited liability
company is considered a transfer requiring prior approval of the commission
under section 529 of 1998 P.A. 58, MCL 436.1529.
(4) A transfer, in the aggregate, of 50% or
more of the total interest in a limited liability company during any licensing
year shall, upon approval by the commission, require the payment of a transfer
fee in accordance with section 529 of 1998 P.A. 58, MCL 436.1529.
(5) A licensed limited liability company
shall immediately notify the commission, in writing, of any change in any of
the following:
(a) Managers.
(b) Members.
(c) Assignees of membership
interest.
(d) Articles of
organization.
(e) Operating
agreement.
(6) The
commission may investigate any transfer of interest in a limited liability
company or any proposed member, manager, or assignee of membership interest in
a limited liability company.
(7) A
licensed limited liability company shall be authorized to do business under the
laws of this state.
Notes
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