How to Form an LLC in Michigan

Michigan Department of Licensing & Regulatory Affairs—Corporations, Securities & Commercial Licensing
PO Box 30054
Lansing, MI 48909-7554

2501 Woodlake Circle
Okemos, MI 48864-5976

517.241.6470 telephone
517.636.6437 facsimile

Statutory Authority: Michigan Limited Liability Company Act — Mich. Comp. Laws § 23-1993, 450.4101 (2013)

Michigan LLC General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the Department of Licensing and Regulatory Affairs.

Michigan Articles of Organization

The following information is legally necessary and sufficient to form a limited liability company in Michigan:

1. Company name
2. Purpose
3. Duration if other than perpetual
4. Registered agent name and address
5. Optional provisions
6. Date
7. Signature and printed name of each organizer
8. Preparer’s name and business phone number

Michigan LLC Fee Schedule

Application for Reservation of Name: $25.00
Articles of Organization: $50.00
Application for Certificate of Authority to Transact Business in Michigan: $50.00
Expedited Service: $50.00—24 hours, $100.00—same day, $500.00—2 hours, $1000.00—1 hour
Certified Copy: No charge
Annual Statement: $25.00
Certificate of Dissolution: $10.00

Company Name

Your company name must end with a limited liability company designator. In Michigan the specific limited liability company designators are: “Limited Liability Company” “L.L.C.” “LLC” “L.C.” “LC”

Conduct an entity name search on the Department of Licensing and Regulatory Affairs website to confirm the availability of your company name.

If the name you want is available you can reserve it for 6 months by filing an “Application for Reservation of Name” and paying a name reservation fee of $10.00. NOTE: Reserving your name is optional.

Registered Agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

Michigan requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Michigan resident or active Michigan business entity that has a Michigan street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Michigan resident and have a Michigan street address.

Optional Provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a Michigan limited liability company. Nevertheless, Michigan permits you to add other provisions to your Articles of Organization as an attachment.

The most common optional provisions are the following:

☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation

Post Formation and Ongoing Compliance

1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File an Annual Statement.

Registering as a Foreign Entity

1. Complete the “Application for Certificate of Authority to Transact Business in Michigan.”
2. Attach a certificate of good standing executed by the official of the state having custody of limited liability company records that is not more than 30 days old.
3. Submit the completed document, along with the $50.00 filing fee, to the Department of Licensing and Regulatory Affairs.

Dissolving a Michigan LLC

1. Complete either the “Certificate of Dissolution” for LLCs that have not yet commenced business, have not issued any membership interests, or have no debts or other liabilities or the “Certificate of Dissolution” for LLCs that have commenced business and issued membership interests.
2. Submit the appropriate document, along with the $10.00 filing fee, to the Department of Licensing and Regulatory Affairs.

How to Form an LLC in Michigan
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