Form Bcs/cd-501 - Articles Of Incorporation For Professional Service Corporations - Michigan Department Of Consumer And Industry Services Page 4

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REVIEW PROCEDURES FOR C&S 501 - ARTICLES OF INCORPORATION
FOR PROFESSIONAL SERVICE CORPORATIONS
STATUTORY CITE
SPECIFIC DOCUMENT ITEMS
ARTICLE III
A profit corporation must be organized on a shares basis. A "share" is a
piece of the capital of the corporation. The owner of a share or piece of
the corporation is a shareholder.
Shares are issued or sold by or under the direction of the board of
directors. Until shares are issued, the corporation does not have owners
and doesn't exist.
The shares may consist of one or more classes and series. A class is a
group of the authorized shares of the same type. A series is a group of
shares within a class.
All corporations must have common shares. If there is more than one
AG OPINION 13 dated
class, the second class is generally referred to as "preferred" shares.
7-8-21
Preferred shares must have qualities about them that make them preferred
Policy Statement C-1
or favorable over the common. Two preferences commonly seen are
1. dividends are payable on preferred shares before any such payments
are made to common shares
2. in the event of dissolution, distribution of any remaining assets are
made to preferred shares before any such payments are made to
common shares.
The articles of incorporation must contain:
1. The number of shares the corporation wishes to be able to issue.
BCA 202(c)
301(1)
2. If there is more than one class of shares, the number of shares in each
BCA 202(d)
class and the class title are required.
3. If there is more than one class of shares, a statement of the relative
BCA 202(d)
rights, preferences and limitations of the shares of each class, to the
301(1)
extent they have been determined, is required.
Policy Statement C-1
4. All shares in a class must be identical to every other share in the same
BCA 301(2)
class.
301(3)
5. If the shares in a class may be issued in series, the number of shares in
BCA 202(d)
the series, or if the number has not been determined, a statement that
302(1)
the board may divide a class into series.
302(3)
6. If series have been established, a statement of the relative rights,
BCA 202(d)
preferences and limitations of the shares of each series, to the extent
302(1)
they have been determined, is required.
302(2)

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