Sec. 271. An act of a corporation and a transfer of real or personal property to or by a corporation, otherwise lawful, is not invalid because the corporation was without capacity or power to do the act or make or receive the transfer. However the lack of capacity or power may be asserted: (a) In an action by a shareholder against the corporation to enjoin the doing of an act or the transfer of real or personal property by or to the corporation. (b) In an action by or in the right of the corporation to procure a judgment in its favor against an incumbent or former officer or director of the corporation for loss or damage due to his unauthorized act. (c) In an action or special proceeding by the attorney general to dissolve the corporation or to enjoin it from the transacting of unauthorized business.
Mich. Comp. Laws § 450.1271
Asserting lack of corporate capacity or power
Applied in 4 court decisions — leading case 401 F. Supp. 26 - Rare Earth, Inc. v. Hoorelbeke (1975)
Most recently applied in Frank v. Zaret (In Re Peet Packing Co.) (January 1999)
1972, Act 284, Eff
How often courts cite this section
Court decisions citing this, by year. The dip in the last several years is a data-coverage gap, not a real trend — our corpus holds fewer opinions from the most recent years, so recent citations are undercounted.
Official source: Michigan Legislature. Reproduced from public-domain Michigan statutes; confirm against the official source for the current text. Not legal advice.