MI SB1455

Permits domestic limited liability companies to convert into other business organizations and allows other business organizations to convert into domestic LLCs with member approval and filing of conversion certificates.

Adds indemnification provisions allowing LLCs to indemnify and purchase insurance for members, managers, and other persons, except for conduct involving bad faith, breach of duty, or intentional misconduct.

Establishes standards for manager conduct requiring good faith, ordinary prudence, and actions in the company's best interests, with liability protection for managers complying with these standards and a 3-year statute of limitations for actions.

Authorizes interested manager transactions that are fair to the company or disclosed and approved by disinterested managers or members, preventing them from being enjoined or set aside.

Updates provisions governing membership interests, voting rights, distributions, member information access, and dissolution procedures including new grounds for early dissolution by organizers of newly formed companies.