(Rev. 12/97) REVIEW PROCEDURES FOR C&S 542 CERTIFICATE OF RENEWAL OF ASSUMED NAME Act 284, P.A. 1972; MCLA 450.1217; MSA 21.200(217) Act 162, P.A. 1982; MCLA 450.2217; MSA 21.197(217) Act 213, P.A. 1982; MCLA 449.1104; MSA 20.1104 Act 23, P.A. 1993; MCL 450.4206; MSA 21.198(4206) Section 217, Act 284, P.A. 1972, section 217, Act 162, P.A. 1982, section 104, Act 213, P.A. 1982, and section 206, Act 23, P.A. 1993 provide the administrator must notify corporations, limited partnerships and limited liability companies of the impending expiration of assumed names no later than 90 days before expiration. This notice is done in the form of a preprinted C&S 542 which is mailed in late September. The information preprinted on the form depends on the type of business entity: Domestic corporations and foreign corporations admitted under their real name: corporate name, resident agent, mailing address of registered office, identification number, and the assumed name due to expire. Foreign corporations admitted under a qualifying assumed name: qualifying assumed name, true name, resident agent, mailing address of registered office, identification number, and the assumed name due to expire. Domestic limited partnerships: limited partnership name, agent for service of process, address of agent for service of process, identification number, and the assumed name due to expire. Foreign limited partnership admitted under its real name: limited partnership name, address of limited partnership office, identification number, and the assumed name due to expire. Foreign limited partnership admitted under a qualifying assumed name: qualifying assumed name, true limited partnership name, address of limited partnership office, identification number, and assumed name due expire. Domestic limited liability companies: limited liability company name, resident agent, mailing address of registered office, identification number, and the assumed name due to expire. Foreign limited liability companies: qualifying assumed name, true name, resident agent, mailing address of registered office, identification number, and the assumed name due to expire. Filing of the renewal must occur between October 1 and December 31 of the year in which expiration occurs. The document must be reviewed to determine that it substantially complies with the Act. For example, it must conform to law and be consistent with attorney general opinions, guidelines and policies; it must be signed; fees must be paid; etc. Following are specific items to be considered in determining whether or not the certificate can be filed. SPECIFIC DOCUMENT ITEMS Except for the corporate name, the document must be in the English language. The corporate name need not be English words, but must be written in English letters or Arabic or Roman numerals. STATUTORY CITE BCA 132(1) NPA 132(1) The Uniform Limited Partnership Act and the Michigan Limited Liability Company Act do not contain a similar provision requiring the document to be executed in the English language. American LegalNet, Inc. www.USCourtForms.com REVIEW PROCEDURES FOR C&S 542 CERTIFICATE OF RENEWAL OF ASSUMED NAME SPECIFIC DOCUMENT ITEMS STATUTORY CITE ITEM 1 The name, and qualifying assumed name when applicable, must be identical (spelling, abbreviations, and punctuation) to the name as they appear on the database. BCA 217(1) NPA 217 ULPA 104(a) LLCA 206(2) The agent's name, mailing address of the registered office, agent's address, or limited partnership office address must also agree with the database. If any of this information differs, corporations and limited liability companies may be required to file a certificate of amendment, certificate of change of registered office and/or resident agent, restated articles, or amended application for certificate of authority. Limited partnerships may be required to file a certificate of amendment, restated certificate of limited partnership or certificate of change simultaneously to effect the change on the Bureau's records. The identification number must be the number assigned to the name as it appears in this Item. ITEM 2 Must be identical to the assumed name as it appears on the database. This form may not be used to file another assumed name. Form C&S 541 must be used for that purpose. If the assumed name has been altered, determine if it is the entity's intent to register another assumed name or if the alteration was in error. BCA 217(1) NPA 217 ULPA 104(a) LLCA 206(2) ITEM 3 This statement should not be altered or deleted. EXPIRATION DATE The renewal cannot be filed earlier than October 1 nor later than December 31 of the year in which the assumed name expires, unless December 31 is a Saturday, Sunday, or legal holiday. Upon filing, the assumed name is renewed for 5 additional years from the current expiration date. The examiner must verify or must add the expiration date in the "For Bureau Use Only" area of the certificate. BCA 217(1) NPA 217 ULPA 104(a) LLCA 206(2) When December 31 is a Saturday, Sunday, or legal holiday, the latest date on which a renewal can be considered timely received is the first working day after December 31. Renewals received on this date can contain a filed date later than December 31 of the year in which the assumed name expires and are considered timely filed. SIGNATURE MCL 8.6 MSA 2.217 Must be signed by: Corporations: Any authorized officer or agent. BCA 132(2) NPA 132(2) Limited Partnerships: At least one general partner. ULPA 104(b) 204(b) American LegalNet, Inc. www.USCourtForms.com REVIEW PROCEDURES FOR C&S 542 CERTIFICATE OF RENEWAL OF ASSUMED NAME SPECIFIC DOCUMENT ITEMS STATUTORY CITE Domestic Limited Liability Companies: A manager if management is vested in one or more managers; at least one member if management is reserved to members. LLCA 103(2) 103(3) Foreign Limited Liability Companies: A person with authority to do so under the laws of the jurisdiction of its organization. LLCA 103(2) 103(3) All Business Entities: 1) The fiduciary, or a majority of them if there are more than one, if the corporation is in the hands of a receiver, trustee or other court appointed officer. 2) A person may sign on behalf of an individual only if they have a specific powerof-attorney to do so. An indication that the signature is that of an attorney-infact is not required. Procedures re: Signatures FEES Filing fee - Corporations: $10.00 (nonrefundable for profit corporations) BCA 1060(l)(j) & 1060(2) NPA 1060(l)(j) Policy Statement C-9 Policy Statement C-5 Policy Statement C-33 Limited Partnerships: $10.00 ULPA 1107(a)(9) Policy Statement C-9 Limited Liability Companies: $25.00 (nonrefundable) LLCA 1101(1)(f) & 1101(2) Policy Statement C-9 Policy Statement C-5 MISCELLANEOUS 1) All corporations, limited partnerships and limited liability companies using the same assumed name in a joint venture or partnership must renew the assumed name simultaneously. Policy Statement C-36 Policy Statement C-42 2) The certificate of renewal of assumed name cannot be filed after the expiration date, except if December 31 is a Saturday, Sunday, or legal holiday. Once an assumed name has expired, the form can be altered to become a certificate of assumed name and can be filed as a C&S 541. The following changes are required to effect such a filing: a) change the form number to C&S 541 b) change the title of the form to Certificate of Assumed Name by removing the words "Renewal of" c) change the wording of Item 3 by eliminating the reference to the registration of assumed name being extended and renewed. This item would then read: "The registration of the assumed name is for a period expiring on December 31 of the fifth full calendar year following the year in which filed, unless sooner terminated". d) change the expiration date in the "For Bureau Use Only" box to the correct date. American LegalNet, Inc. www.USCourtForms.com