Rule 3.612 Winding Up of Corporation Whose Term or Charter Has Expired

(A) Scope; Rules Applicable. This rule applies to actions under MCL 450.1801 et seq. The general rules of procedure apply to these actions, except as provided in this rule and in MCL 450.1801 et seq.

(B) Contents of Complaint. The complaint must include:

(1) the nature of the plaintiff's interest in the corporation or its property, the date of organization of the corporation, the title and the date of approval of the special act under which the corporation is organized, if appropriate, and the term of corporate existence;

(2) whether any of the corporation's stockholders are unknown to the plaintiff;

(3) that the complaint is filed on behalf of the plaintiff and all other persons interested in the property of the corporation as stockholders, creditors, or otherwise who may choose to join as parties plaintiff and share the expense of the action;

(4) an incorporation by reference of the statements required by subrule (C);

(5) other appropriate allegations; and

(6) a demand for appropriate relief, which may include that the affairs of the corporation be wound up and its assets disposed of and distributed and that a receiver of its property be appointed.

(C) Statements Attached to Complaint. The complaint must have attached:

(1) a copy of the corporation's articles of incorporation, if they are on file with the Department of Commerce, and, if the corporation is organized by special act, a copy of the act;

(2) a statement of the corporation's assets, so far as known to the plaintiff;

(3) a statement of the amount of capital stock and of the amount paid in, as far as known, from the last report of the corporation on file with the Department of Commerce or, if none has been filed, from the articles of incorporation on file with the Department of Commerce, or the special legislative act organizing the corporation;

(4) if the corporation's stock records are accessible to the plaintiff, a list of the stockholders' names and addresses and the number of shares held by each, insofar as shown in the records;

(5) a statement of all encumbrances on the corporation's property, and all claims against the corporation, and the names and addresses of the encumbrancers and claimants, so far as known to the plaintiff; and

(6) a statement of the corporation's debts, the names and addresses of the creditors, and the nature of the consideration for each debt, so far as known to the plaintiff.

(D) Parties Defendant. The corporation must be made a defendant. All persons claiming encumbrances on the property may be made defendants. It is not necessary to make a stockholder or creditor of the corporation a defendant.

(E) Process and Order for Appearance; Publication.

(1) Process must be issued and served as in other civil actions or, on the filing of the complaint, the court may order the appearance and answer of the corporation, its stockholders, and creditors at least 28 days after the date of the order.

(2) The order for appearance must be published in the manner prescribed in MCR 2.106.

(3) When proof of the publication is filed and the time specified in the order for the appearance of the corporation, stockholders, and creditors has expired, an order may be entered taking the complaint as confessed by those who have not appeared.

(F) Appearance by Defendants.

(1) Within the time the order for appearance sets, the following persons may appear and defend the suit as the corporation might have:

(a) a stockholder in the corporation while it existed and who still retains rights in its property by owning stock;

(b) an assignee, purchaser, heir, devisee, or personal representative of a stockholder; or

(c) a creditor of the corporation, whose claim is not barred by the statute of limitations.

(2) All persons so appearing must defend in the name of the corporation.

(3) If a person other than the corporation has been named as a defendant in the complaint, that person must be served with process as in other civil actions.

(G) Subsequent Proceedings. So far as applicable, the procedures established in MCR 3.611 govern hearings and later proceedings in an action under this rule.

(H) Continuation of Proceeding for Benefit of Stockholder or Creditor. If the plaintiff fails to establish that he or she is a stockholder or creditor of the corporation, the action may be continued by another stockholder or creditor who has appeared in the action.