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The following opinion is presented on-line for informational use only and does not replace the official version. (Mich Dept of Attorney General Web Site - www.ag.state.mi.us)



STATE OF MICHIGAN

FRANK J. KELLEY, ATTORNEY GENERAL


Opinion No. 6086

July 27, 1982

PRIVATE SECURITY GUARD ACT:

Licensure of out-of-state private security guard agency seeking to do business in Michigan

The Private Security Guard Act of 1968 does not require that out-of-state private security guard agencies be licensed in Michigan prior to bidding, soliciting or seeking to do business in this state. In the event the out-if-state bidder agency is successful in securing a contract to provide security guard services in this state, such agency must be licensed in accordance with 1968 PA 330 before any services may be provided.

Colonel Gerald L. Hough

Director

Department of State Police

714 South Harrison Road

East Lansing, MI 48823

You have requested my opinion whether the Private Security Guard Act of 1968, 1968 PA 330, as amended; MCLA 338.1051, et seq; MSA 18.185(1), et seq, requires out-of-state security guard agencies to be licensed prior to bidding, soliciting, or seeking to do business in Michigan, or whether the Act merely requires licensing at the time the out-of-state unlicensed security guard agency begins to advertise or physically provide security guard services within Michigan.

I have been informed by a representative of the Michigan Department of State Police that the Government Services Administration (GSA) of the federal government contracts with security guard agencies to protect federal property in Michigan. These federal properties consist of buildings owned and operated by the federal government, generally in the downtown area of Detroit. To be eligible for these contracts, security guard agencies must submit bids. On the basis of these bids and other criteria, the GSA awards these contracts yearly during the month of September to begin on October 1st. Some security guard agencies are awarded the contracts in September, but are not licensed.

The Private Security Guard Act of 1968, supra, regulates the furnishing of security services, including security guards and burglar alarm system contractors. 1968 PA 330, supra, Sec. 3(1), states, in pertinent part:

'(1) Unless licensed pursuant to this act, a person, firm, company, partnership, or corporation shall not engage in the business of alarm system contractor, alarm system agent, private security guard, private police, special police, patrol service, or an agency furnishing those services, . . . A person, firm, company, partnership, or corporation shall not advertise the business to be that of alarm system contractor, alarm system agent, private security guard agency, or an agency furnishing those services without having first obtained from the department a license to do so, as provided in this act for each bureau, agency, subagency, office, and branch office to be owned, conducted, managed, or maintained for the conduct of that business. A person who violates this section is guilty of a misdemeanor, punishable by imprisonment for not more than 90 days, or by a fine of not more than $1,000, or both.'

1968 PA 330, supra, Sec. 5, also, in pertinent part, provides:

'The department, upon proper application and upon being satisfied that the applicant is qualified, shall issue the applicant a license to conduct business as an alarm system contractor or a private security guard or agency for a period of 2 years from date of issuance. . . .'

In 1968 PA 330, supra, Sec. 6, the Legislature has provided, in pertinent part:

'(1) The department shall issue a license to conduct business as an alarm system contractor or a private security guard or agency, if it is satisfied that the applicant is a person, or if a firm, partnership, company, or corporation, the sole or principal license holder is a person who meets all of the following qualifications:

. . .

'(2) In the case of a person, firm, partnership, company, or corporation now doing or seeking to do business in this state, the resident manager shall comply with the applicable qualifications of this section.' (Emphasis added.)

Doubtful or ambiguous provisions of a statute must not be construed in isolation, but, rather with reference to and in the context of related provisions of the statute in order to give effect to the whole enactment. Guitar v Bieniek, 402 Mich 152, 158; 262 NW2d 9, 11 (1978). In reading the Act as a whole, 1968 PA 330, Secs. 3, 5 and 6(2), supra, being related, must be read together and given effect.

The penal provision in the Private Security Guard Act of 1968, 1968 PA 330, Sec. 3, supra, provides that a person, firm, company, partnership or corporation shall not engage in the business of private security guard unless licensed pursuant to the Act. That section further prohibits the advertising of the business to be that of a private security guard agency unless it is so licensed.

It is significant that 1968 PA 330, Sec. 3, supra, does not refer to businesses 'seeking to do business' in this state as is set forth in 1968 PA 330, Sec. 6(2), supra, underscored above. Thus, the Legislature intended licensure only of private security guard agencies either engaging in the business of private security guard or advertising the business to be that of a private security guard agency. 1968 PA 330, Sec. 3, supra, does not require that persons and businesses seeking to do business as private security guards be licensed.

It is to be noted that soliciting business is not a form of advertising. The act of soliciting business from a particular individual is separate and apart from advertising since the latter is directed to the public at large rather than to a particular person. Koffler v Joint Bar Assn Grievance Committee for the 10th Judicial District, 51 NY2d 140; 432 NYS 2d 872; 412 NE2d 927 (1980).

Although pursuant to 1968 PA 330, Sec. 6(2), supra, persons and organizations seeking to do business in Michigan must comply with the specifications of section 6 through their resident managers, there is no indication in the Act that the Legislature intended that an out-of-state firm soliciting business in Michigan be required to be licensed. Rather, 1968 PA 330, Sec. 6(2), supra, must be read in the context of an application for licensure and the identification of a business person who is required to meet the statutory qualifications for resident manager. Section 6(2) is not, however, an additional requirement for licensure of the business.

It must be stressed that in the event the out-of-state bidder agency is successful in securing a contract to provide security guard services in this state, such agency must be licensed in accordance with 1968 PA 330, supra, before any services may be provided.

It is my opinion, therefore, that the Private Security Guard Act of 1968, 1968 PA 330, supra, does not require that out-of-state private security guard agencies be licensed in Michigan prior to bidding, soliciting, or seeking to do business in this state.

Frank J. Kelley

Attorney General


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