Form CSCL/CD-510B "Restated Articles of Incorporation for Use by Domestic Nonprofit Corporations" - Michigan

What Is Form CSCL/CD-510B?

This is a legal form that was released by the Michigan Department of Licensing and Regulatory Affairs - a government authority operating within Michigan. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on October 1, 2017;
  • The latest edition provided by the Michigan Department of Licensing and Regulatory Affairs;
  • Easy to use and ready to print;
  • Quick to customize;
  • Compatible with most PDF-viewing applications;

Download a fillable version of Form CSCL/CD-510B by clicking the link below or browse more documents and templates provided by the Michigan Department of Licensing and Regulatory Affairs.

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Download Form CSCL/CD-510B "Restated Articles of Incorporation for Use by Domestic Nonprofit Corporations" - Michigan

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CSCL/CD-510b (Rev. 10/17)
MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS
CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU
Date Received
(FOR BUREAU USE ONLY)
AC1
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
EFFECTIVE DATE:
Document will be returned to the name and address you enter above.
If left blank, document will be returned to the registered office.
RESTATED ARTICLES OF INCORPORATION
For use by Domestic Nonprofit Corporations
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 162, Public Acts of 1982, the undersigned execute the following Articles:
1. The present name of the corporation is:
2. The identification number assigned by the Bureau is:
3. The former name 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 and are filed for the purpose of changing from a nonprofit corporation subject to 1982 PA 162,
as amended to a professional service corporation subject to 1972 PA 284 as amended:
ARTICLE I
The name of the corporation is:
ARTICLE II
The corporation is organized for the sole purpose and specific purpose of rendering the following professional service(s):
CSCL/CD-510b (Rev. 10/17)
MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS
CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU
Date Received
(FOR BUREAU USE ONLY)
AC1
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
EFFECTIVE DATE:
Document will be returned to the name and address you enter above.
If left blank, document will be returned to the registered office.
RESTATED ARTICLES OF INCORPORATION
For use by Domestic Nonprofit Corporations
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 162, Public Acts of 1982, the undersigned execute the following Articles:
1. The present name of the corporation is:
2. The identification number assigned by the Bureau is:
3. The former name 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 and are filed for the purpose of changing from a nonprofit corporation subject to 1982 PA 162,
as amended to a professional service corporation subject to 1972 PA 284 as amended:
ARTICLE I
The name of the corporation is:
ARTICLE II
The corporation is organized for the sole purpose and specific purpose of rendering the following professional service(s):
ARTICLE III
The total authorized shares:
1. Common Shares
Preferred Shares
2. A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows:
ARTICLE IV
1. The name of the resident agent:
2. The street address of the registered office is:
, Michigan
(Street Address)
(City)
(Zip Code)
3. The mailing address of the registered office, if different than above:
, Michigan
(Street Address or P.O. Box)
(City)
(Zip Code)
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 share holder thereof, or an 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 of 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. A written consent shall bear
the date of signature of the shareholder who signs the consent. Written consents are not effective to take corporate action
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 to the action in writing. An electronic transmission consenting to an action must comply with Section
407(3).
ARTICLE VII
This corporation fully complies with Chapter 2A of the Business Corporation Act. All shareholders are duly licensed or otherwise
legally authorized to render one or more of the professional service(s) for which the corporation is organized, unless otherwise
provided in Section 284 of the Act.
ARTICLE VIII (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 641 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 a Majority 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 641 of the Nonprofit Corporation Act: (check one of the following)
were duly adopted by the shareholders, the members, or the directors (if organized on a nonstock directorship basis).
The necessary number of votes were cast in favor of these Restated Articles of Incorporation.
were duly adopted by the written consent of all the shareholders or members entitled to vote in accordance with
Section 407(3) of the Act.
were duly adopted by the written consent of all the directors pursuant to Section 525 of the Act as the
corporation is formed on a directorship basis.
were duly adopted by the written consent of the members, shareholders, or their proxies having not less than the
minimum number of votes required by statute in accordance with Section 407 of the Act. Written notice to members
or shareholders who have not consented in writing has been given. (Note: Written consent by less than all of the
members, shareholders, or their proxies is permitted only if such provision appears in the Articles of Incorporation).
Signed this
day of
,
By
(Signature of an Authorized Officer or Agent)
(Type or Print Name)
(Type or Print Title)
CSCL/CD-510b (Rev. 10/17)
Preparer's Name
)
(
Business Telephone Number
INFORMATION AND INSTRUCTIONS
1. This form may be used to draft your Restated Articles of Incorporation. A document required or permitted to be filed under the act cannot be filed
unless it contains the minimum information required by the act. The format provided contains only the minimal information required to make the
document fileable and may not meet your needs. This is a legal document and agency staff cannot provide legal advice.
2. Submit one original of this document. Upon filing, the document will be added to the records of the Corporations, Securities & Commercial Licensing
Bureau. 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 Section 641 through 643 of 1982 PA 162, for the purpose of restating the Articles of Incorporation of a
domestic nonprofit corporation to become a professional service corporation.
4. A nonprofit corporation that restates its Articles of Incorporation to become a professional service corporations governed by the Business Corporation
Act, 1972 PA 284, must obtain the written consent or a written statement that the consent is not required from the Attorney General's Office and submit it
with this document. Contact the Charitable Trust Section, Licensing and Regulation Division, Department of Attorney General, P.O. Box 30214, Lansing,
MI 48909 or phone (517) 373-1152. Application for the consent should be made at least 120 days before the desired effective date of the Restated
Articles of Incorporation. This document cannot be filed unless it is accompanied by either: the written consent of the Attorney General or an affidavit
attesting to the submission of a written request to the Attorney General for consent to the filing and the failure of the Attorney General to respond within
120 days.
5. The Business Corporation Act, 1972 PA 284, as amended provides that if a professional corporation renders a professional service that is included
within the Public Health Code, 1978 PA 368, then all shareholders of the corporation shall be licensed or legally authorized in this state to render the
same professional service.
6. Item 2 - Enter the identification number previously assigned to the Bureau. If this number is unknown, leave it blank.
7. The duration of the corporation should be stated in the Restated Articles of Incorporation if other than perpetual.
8. Item 5 - Restated Articles of Incorporation require adoption by the shareholders, by the members, or by the Board of Directors if organized on a
nonstock directorship basis. A nonprofit corporation organized on a nonstock directorship basis as authorized by Section 302 of the Act may or may
not have members, but if it does, the members are not entitled to vote.
9. This document must be signed by: (COMPLETE Item 5(a) or 5(b), BUT NOT BOTH)
Item 5(a): must be signed by at least a majority of the incorporators listed in the Articles of Incorporation.
Item 5(b): must be 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.
ORGANIZATION FEE: BASED ON AUTHORIZED SHARES (insert fee)
$
PLUS NONREFUNDABLE FEE:
+$
10.00
$
TOTAL MINIMUM FEE:
Authorized Shares
Fee
1-60,000
$50.00
60,001-1,000,000
$100.00
1,000,001-5,000,000
$300.00
5,000,001-10,000,000
$500.00
More than 10,000,000
$500.00 for first 10,000,000 plus $1000.00 for each additional 10,000,000,
or portion thereof
Submit with check or money order by mail:
To submit in person:
Michigan Department of Licensing and Regulatory Affairs
2501 Woodlake Circle
Corporations, Securities & Commercial Licensing Bureau
Okemos, MI
Corporations Division
Telephone: (517) 241-6470
P.O. Box 30054
Fees may be paid by check, money order, VISA, MasterCard,
Lansing, MI 48909
or Discover when delivered in person to our office.
Documents that are endorsed filed are available at www.michigan.gov/corpentitysearch. If the submitted document
is not fileable, the notice of refusal to file and document will be available at the Rejected Filings Search website at
www.michigan.gov/corprejectedsearch.
LARA is an equal opportunity employer/program. Auxiliary aids, services and other reasonable accommodations are available upon request to individuals
with disabilities.
Optional expedited service.
Expedited review and filing, if fileable, is available for all documents for profit corporations, limited
liability companies, limited partnerships and nonprofit corporations.
The nonrefundable expedited service fee is in addition to the regular fees applicable to the specific
document.
Please complete a separate CSCL/CD-272 form for expedited service for each document submitted
in person or by mail.
24-hour service - $50 for formation documents and applications for certificate of authority.
24-hour service - $100 for any document concerning an existing entity.
Same day service
Same day - $100 for formation documents and applications for certificate of
authority.
Same day - $200 for any document concerning an existing entity.
Review completed on day of receipt. Document and request for same day expedited
service must be received by 1 p.m. EST OR EDT.
Two hour - $500
Review completed within two hours on day of receipt. Document and request for two hour
expedited service must be received by 3 p.m. EST OR EDT.
One hour - $1000
Review completed within one hour on day of receipt. Document and request for 1 hour
expedited service must be received by 4 p.m. EST OR EDT.
Documents submitted by mail are delivered to a remote location for receipts processing and are
then forwarded to the Corporations Division for review. Day of receipt for mailed expedited service
requests is the day the Corporations Division receives the request.
Rev. 10/17