Rule 3.611 Voluntary Dissolution of Corporations

(A) Scope; Rules Applicable. This rule governs actions to dissolve corporations brought under MCL 600.3501. The general rules of procedure apply to these actions, except as provided in this rule and in MCL 600.3501-600.3515.

(B) Contents of Complaint; Statements Attached. A complaint seeking voluntary dissolution of a corporation must state why the plaintiff desires a dissolution of the corporation, and there must be attached:

(1) an inventory of all the corporation's property;

(2) a statement of all encumbrances on the corporation's property;

(3) an account of the corporation's capital stock, specifying the names of the stockholders, their addresses, if known, the number of shares belonging to each, the amount paid in on the shares, and the amount still due on them;

(4) an account of all the corporation's creditors and the contracts entered into by the corporation that may not have been fully satisfied and canceled, specifying:

(a) the address of each creditor and of every known person with whom the contracts were made, if known, and if not known, that fact to be stated;

(b) the amount owing to each creditor;

(c) the nature of each debt, demand, or obligation; and

(d) the basis of and consideration for each debt, demand, or obligation; and

(5) the affidavit of the plaintiff that the facts stated in the complaint, accounts, inventories, and statements are complete and true, so far as the plaintiff knows or has the means of knowing.

(C) Notice of Action. Process may be served as in other actions, or, on the filing of the complaint, the court may order all persons interested in the corporation to show cause why the corporation should not be dissolved, at a time and place to be specified in the order, but at least 28 days after the date of the order. Notice of the contents of the order must be served by mail on all creditors and stockholders at least 28 days before the hearing date, and must be published once each week for 3 successive weeks in a newspaper designated by the court.

(D) Hearing. At a hearing ordered under subrule (C), the court shall hear the allegations and proofs of the parties and take testimony relating to the property, debts, credits, engagements, and condition of the corporation. After the hearing, the court may dismiss the action, order the corporation dissolved, appoint a receiver, schedule further proceedings, or enter another appropriate order.

(E) Suits by Receiver. An action may be brought by the receiver in his or her own name and may be continued by the receiver's successor or co-receiver. An action commenced by or against the corporation before the filing of the complaint for dissolution is not abated by the complaint or by the judgment of dissolution, but may be prosecuted or defended by the receiver. The court in which an action is pending may on motion order substitution of parties or enter another necessary order.