Rule 3.611.Voluntary Dissolution of Corporations
Subchapter 3.600 — Miscellaneous Proceedings · Last verified September 5, 2026
Full Text of Rule 3.611
Plain-English Summary
MCR 3.611 supplies the procedure for a voluntary dissolution action. Subrule (A) sets the scope: the rule governs actions to dissolve corporations brought under MCL 600.3501, and the general rules of procedure apply except as this rule and MCL 600.3501 through MCL 600.3515 provide. The rule's demands fall in two places, the paperwork attached to the complaint and the notice that goes out before the hearing.
What the complaint must contain
Subrule (B) requires the complaint to state why the plaintiff desires a dissolution, and then requires five attachments:
- an inventory of all the corporation's property;
- a statement of all encumbrances on that property;
- an account of the capital stock, specifying the names of the stockholders, their addresses if known, the number of shares belonging to each, the amount paid in on the shares, and the amount still due on them;
- an account of all creditors and of the contracts the corporation entered into that may not have been fully satisfied and canceled; and
- the plaintiff's affidavit that the facts stated in the complaint, accounts, inventories, and statements are complete and true, so far as the plaintiff knows or has the means of knowing.
Subrule (B)(4) breaks the creditor account down further. It must specify the address of each creditor and of every known person with whom the contracts were made, if known, and state the fact if an address is not known. It must give the amount owing to each creditor, the nature of each debt, demand, or obligation, and the basis of and consideration for each.
Notice of the action
Subrule (C) offers two routes. Process may be served as in other actions. Alternatively, on the filing of the complaint, the court may order all persons interested in the corporation to show cause why the corporation should not be dissolved, at a time and place specified in the order but at least 28 days after the date of the order. Where the court takes that route, notice of the contents of the order must be served by mail on all creditors and stockholders at least 28 days before the hearing date, and must be published once each week for 3 successive weeks in a newspaper the court designates.
The hearing and what follows
At a hearing ordered under subrule (C), the court hears the allegations and proofs of the parties and takes testimony relating to the property, debts, credits, engagements, and condition of the corporation. Subrule (D) leaves the outcome open. The court may dismiss the action, order the corporation dissolved, appoint a receiver, schedule further proceedings, or enter another appropriate order.
Subrule (E) deals with litigation. A receiver may bring an action in his or her own name, and it may be continued by the receiver's successor or co-receiver. An action commenced by or against the corporation before the dissolution complaint was filed is not abated by that complaint or by the judgment of dissolution; the receiver may prosecute or defend it instead. The court in which such an action is pending may order substitution of parties or enter another necessary order on motion.
Frequently Asked Questions
What must be attached to a complaint for voluntary dissolution of a Michigan corporation?
Subrule (B) requires five attachments: an inventory of all the corporation's property, a statement of all encumbrances on that property, an account of the capital stock, an account of all creditors and unsatisfied contracts, and the plaintiff's affidavit.
The stock account must name the stockholders, give their addresses if known, and state each holder's number of shares, the amount paid in, and the amount still due. The affidavit must state that the facts in the complaint, accounts, inventories, and statements are complete and true, so far as the plaintiff knows or has the means of knowing.
How much notice do creditors and stockholders get in a dissolution action?
Subrule (C) sets 28 days in two places. Where the court orders interested persons to show cause why the corporation should not be dissolved, the time specified must be at least 28 days after the date of the order, and notice of the contents of the order must be served by mail on all creditors and stockholders at least 28 days before the hearing date.
Notice must also be published once each week for 3 successive weeks in a newspaper designated by the court. As an alternative to that path, process may be served as in other actions.
What can the court do after a dissolution hearing?
Subrule (D) gives a list of options. The court may dismiss the action, order the corporation dissolved, appoint a receiver, schedule further proceedings, or enter another appropriate order.
Before deciding, the court hears the allegations and proofs of the parties and takes testimony relating to the property, debts, credits, engagements, and condition of the corporation.
What happens to lawsuits already pending when a dissolution complaint is filed?
Subrule (E) keeps them alive. An action commenced by or against the corporation before the filing of the complaint for dissolution is not abated by the complaint or by the judgment of dissolution.
The receiver may prosecute or defend the action instead, and the court in which it is pending may order substitution of parties or enter another necessary order on motion.
In whose name does a receiver sue after a corporation is dissolved?
Subrule (E) allows the receiver to bring an action in his or her own name. The action may be continued by the receiver's successor or co-receiver.
What information about creditors must the complaint provide?
Subrule (B)(4) requires an account of all the corporation's creditors and of the contracts it entered into that may not have been fully satisfied and canceled.
For each, the account must give the address of the creditor and of every known person with whom the contracts were made, if known, and state that fact if the address is not known, along with the amount owing to each creditor, the nature of each debt, demand, or obligation, and the basis of and consideration for each.