2007 House Bill 5356 / 2008 Public Act 402

Revise corporations “professional service” definitions

Introduced in the House

Oct. 24, 2007

Introduced by Rep. Bill Huizenga (R-90)

To define "professional service" in the state business corporations act as “a type of personal service that requires a license or other legal authorization,” and "services in a learned profession" as services rendered by a dentist, osteopathic physician, physician, surgeon, doctor of divinity or other clergy, or attorney-at-law. This resolves issues arising from a recent court case, Miller v Allstate Insurance Company. The bill also prescribes various procedures related to shareholders and assumed business names for firms converting to a corporation from some other business form, or vice-versa. It also repeals a "control share" provision enacted in 1988 to address hostile takeovers of Michigan corporations.

Referred to the Committee on New Economy and Quality of Life

Dec. 1, 2007

Reported without amendment

With the recommendation that the substitute (H-1) be adopted and that the bill then pass.

Dec. 6, 2007

Substitute offered

To replace the previous version of the bill with one that revises various details, but does not change its substance. This version was subsequently superseded by another substitute with more changes.

The substitute passed by voice vote

Substitute offered by Rep. Steve Tobocman (D-12)

To replace the previous version of the bill with one that revises details but does not change the substance of the bill as previously described.

The substitute passed by voice vote

Amendment offered by Rep. Bill Huizenga (R-90)

To strike oot the repeal of the a "control share" provision enacted in 1988 to address hostile takeovers of Michigan corporations.

The amendment passed by voice vote

Passed in the House 103 to 0 (details)

To define "professional service" in the state business corporations act as “a type of personal service that requires a license or other legal authorization,” and "services in a learned profession" as services rendered by a dentist, osteopathic physician, physician, surgeon, doctor of divinity or other clergy, or attorney-at-law. This resolves issues arising from a recent court case, Miller v Allstate Insurance Company. The bill also prescribes various procedures related to shareholders and assumed business names for firms converting to a corporation from some other business form, or vice-versa.

Received in the Senate

Dec. 11, 2007

Referred to the Committee on Economic Development and Regulatory Reform

Dec. 4, 2008

Reported without amendment

With the recommendation that the substitute (S-3) be adopted and that the bill then pass.

Dec. 10, 2008

Substitute offered

To replace the previous version of the bill with one that does not include the provisions to define "professional service" in the state business corporations act.

The substitute passed by voice vote

Passed in the Senate 37 to 0 (details)

To prescribe various procedures related to shareholders and assumed business names for firms converting to a corporation from some other business form, or vice-versa.

Received in the House

Dec. 11, 2008

Dec. 18, 2008

Passed in the House 106 to 0 (details)

Signed by Gov. Jennifer Granholm

Dec. 31, 2008