Text of MI HB 4597 (2021)

HOUSE BILL NO. 4597 A bill to amend 1972 PA 284, entitled "Business corporation act," by amending section 911 (MCL 450.1911), as amended by 2012 PA 569, and by adding section 912. the people of the state of michigan enact: Sec. 911. (1) A domestic corporation and each foreign corporation that is subject to chapter 10 shall file a report with the administrator no later than May 15 of each year. The report shall must be on a form approved by the administrator, signed by an authorized officer or agent of the corporation, and contain all of the following information: (a) The name of the corporation. (b) The name of its resident agent and address of its registered office in this state. (c) The names and addresses of its president, secretary, treasurer, and directors. (d) General nature and kind of business in which the corporation is engaged. (e) For each foreign corporation authorized to transact business in this state, the total number of authorized shares and the most recent percentage used in computation of the tax required by under the Michigan business tax act, 2007 PA 36, MCL 208.1101 to 208.1601. (f) For each professional corporation, the names and addresses of its shareholders and a certification that both of the following are met: (i) Each shareholder is a licensed person individual in 1 or more of the professional services provided by the professional corporation. (ii) The corporation meets the other requirements of chapter 2A. (g) The statement described in section 912. (2) A corporation that is formed or authorized to do business on or after January 1 and before May 16 of a calendar year is not required to file the report described in subsection (1) for that calendar year. (3) If there are no changes in the information provided in the last filed report required under subsection (1), the corporation may file a report, on a form approved by the administrator, that certifies to the administrator that no changes in the required information have occurred since the last filed report. A report filed under this subsection shall be on a form approved by the administrator and filed corporation must file a report under this subsection no later than the date required under section 911.subsection (1) and include with the report the statement described in section 912. Sec. 912. (1) A domestic corporation or foreign corporation that is subject to chapter 10 shall include 1 of the following with each report it files under section 911: (a) If it has female representation on its board that meets any of the following, a statement that describes the gender composition of the board: (i) If the number of directors is 6 or more, at least 3 are female. (ii) If the number of directors is 5, at least 2 are female. (iii) If the number of directors is 4 or fewer, at least 1 is female. (b) If it does not have female representation on its board that meets subdivision (a)(i), (ii), or (iii), as applicable, a statement that includes each of the following: (i) The number and percentage of female directors on the board, on any committees of the board, and in executive positions with the domestic or foreign corporation. (ii) Whether the domestic or foreign corporation has a policy concerning female representation on the board, including, but not limited to, a policy for identifying and nominating female board candidates, or an explanation of why it does not have a policy concerning female representation on the board. (iii) If the domestic or foreign corporation has adopted a policy described in subparagraph (ii), a description of its objectives and key provisions, the measures taken to ensure its implementation, the progress made on achieving objectives, and whether and how the effectiveness of the policy is measured. (iv) A description of any consideration by the board or any committee of the board of female representation in the identification and selection process applicable to directors, or an explanation of why the issue was not considered, including, but not limited to, whether the domestic or foreign corporation considers the level of female representation on corporate boards in identifying and nominating candidates, and if not, why not. (v) A description of the consideration given to female representation in executive positions when making appointments, or an explanation of why the issue was not considered. (vi) A description of any targets voluntarily adopted by the domestic or foreign corporation concerning female representation on the board or in executive positions, or an explanation for the absence of those targets. (2) As used in this section: (a) "Executive positions" means the officers, directors, or trustees of a domestic or foreign corporation or any other individuals who have similar status or perform similar functions for that corporation. (b) "Female" means an individual who self-identifies her gender as a woman, without regard to the individual's designated sex at birth. Enacting section 1. This amendatory act takes effect 90 days after the date it is enacted into law.