Section 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.

(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.

History: 1995 AACS; 1998-2000 AACS; 2004 AACS.