How to Incorporate 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: Business Corporation Act — Mich. Comp. Laws § 450.1101 (2013)

Michigan Incorporation General Filing Instructions

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

Michigan Articles of Incorporation

The following information is legally necessary and sufficient to form a corporation in Michigan:

1. Company name
2. Business purpose
3. Number of authorized shares
4. Registered agent name, street address, and mailing address
5. Name and address of each incorporator
6. Date
7. Signature of each incorporator
8. Preparer’s name and business phone number

Michigan Incorporation Fee Schedule

Application for Reservation of Name: $10.00
Articles of Incorporation: $60.00 minimum (based on 1-60,000 shares plus a nonrefundable fee of $10.00)
Application for Certificate of Authority to Transact Business or Conduct Affairs in Michigan: $60.00
Expedited Service: $50.00—24 hours, $100.00—same day, $500.00—2 hours, $1000.00—1 hour
Certified Copy: No charge
Annual Report: $25.00
Certificate of Dissolution: $25.00

Company Name

Your company name must end with a corporate designator. In Michigan the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”

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 corporation. Nevertheless, Michigan permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an Annual Report.

Registering as a Foreign Entity

1. Complete the “Application for Certificate of Authority to Transact Business or Conduct Affairs in Michigan.”
2. Attach a certificate of good standing executed by the official of the state having custody of corporate records that is not more than 30 days old.
3. Submit the completed document, along with the $60.00 filing fee, to the Department of Licensing and Regulatory Affairs.

Dissolving a Michigan Corporation

1. You can dissolve your corporation in one of three ways:

  • By action of the incorporators or directors – If the company has not commenced business, has not issued any shares, has no debts or other liabilities, and has received no payments for its shares, or if it has received payments, has returned them to those entitled to them
  • By action of the board and the shareholders – A majority of the issued shares entitled to vote is needed for approval of the dissolution
  • By action of a shareholder – An agreement among the shareholders may contain a provision that requires dissolution at the request of one or more shareholders that complies with Section 488 of the Michigan Business Corporation Act or due to the occurrence of a specific event.

2. Complete the “Articles of Dissolution.”
3. Submit the appropriate document, along with the $10.00 filing fee, to the Department of Licensing and Regulatory Affairs.

How to Incorporate in Michigan
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