How to Start a Michigan LLC
Michigan LLC Formation – Basics & Helpful Information
This article is meant to be a general overview of the Michigan LLC formation process; including information about how to start a Michigan LLC and other basic issues related to Michigan LLCs.
Michigan LLC Filing Fees
The initial fee to register a Michigan LLC is $50.00, plus an additional $50.00 for 24-hour processing, or an additional $100.00 for same day processing. Two-hour processing of the Articles of Organization is available for $500 if the document is received before 3pm, and for an additional $1,000.00, one-hour processing is available if the document is received before 4pm.
Michigan Filing Time
Regular processing of documents generally takes 3-5 days after the Articles of Organization are received. For additional fees, you may request expedited processing for either 24-hr ($50), same day ($100), two-hour ($500), or one-hour ($1000) service.
Michigan Annual Compliance Requirements
Michigan LLCs are required to file annual statements no later than February 15th of each year after the LLC is organized. However, if the LLC was organized after September 30th, the LLC does not need to file an annual statement in the next year. The fee to file the annual statement is $25.00 with a penalty of $50.00 if the statement is not received by February 15th. The resident agent of the LLC will receive the pre-printed annual statement about 90 days before it is due. The statement is required by Michigan law in order for the LLC to remain in good standing with the state. You can now file the annual statement online.
Form an LLC in Michigan
You can use this checklist to help guide you through the process of forming a Michigan LLC:
Step 1: Decide on a Business Name
The first step in creating an LLC in Michigan is naming your business. You’ll need to check with the Michigan Department of Licensing and Regulatory Affairs to make sure the name you’ve chosen is available. You can do this online via the Michigan Business Search.
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Michigan Department of Licensing and Regulatory Affairs will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.
Your LLC name must contain the words “limited liability company” or the abbreviations “L.L.C”, “L.C.”, “LLC”, or “LC”. Words that must be excluded in an LLC’s name in the state of Michigan are “Corporation”, “Incorporated”, “Corp.”, and “Inc.”. The name of the LLC must be distinguishable from any other business entity transacting business on the files of the Michigan Department of Licensing and Regulatory Affairs.See Michigan LLC Naming Criteria →
Michigan Assumed Names
An assumed name is similar to a “doing business as” (DBA) name. Although an assumed name is not legally required, it is a wise business practice. The Certificate of Assumed Name expires on December 31st of the fifth full calendar year after the year the certificate is filed. The filing fee is $25.00 and processing time takes 3-5 business days, (and can be mailed in with the initial Articles of Organization). For expedited processing there is an additional processing fee. Assumed Names may be extended for additional 5 year periods by filing a similar Certificate of Assumed Name no sooner than 90 days before the assumed name expires. Michigan assumed names are only applicable in Michigan and are not substitutes for a national trademark filing.See more info on Michigan Assumed Names →
Step 2: Register your LLC with the State
Michigan Articles of Organization
Your Michigan LLC is formed by signing and filing Articles of Organization with the Michigan Department of Licensing and Regulatory Affairs. The Michigan Department of Licensing and Regulatory Affairs does not offer online filing of the Articles of Organization. The Michigan Department of Licensing and Regulatory Affairs will examine the articles for statutory compliance and will either approve the articles for filing or reject the articles with instructions on how to resubmit the document.
The Articles of Organization must include at a minimum:
- Name of the Michigan LLC
- Purpose of the LLC
- Duration of the LLC
- Resident agent’s name and address
- Management structure of the LLC
- Organizer’s Name and Signature
Michigan Resident Agent Information
Michigan requires that the LLC have a Resident Agent, (same as a Registered Agent in other states), which is an individual or a business entity the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC. The resident agent can be a Michigan resident, a Michigan corporation, a foreign corporation with a certificate of authority to transact business in Michigan, a Michigan LLC, or a foreign LLC authorized to transact business in Michigan. Michigan law requires that the resident agent have a permanent, street address on the records of the Michigan Department of Licensing and Regulatory Affairs at all times. A post office box is not sufficient.Read more about Resident Agents →
Step 3: Create and Sign the LLC’s Governing Document
The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meetings are conducted
One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.
Step 4: Get an EIN
After you form an LLC in Michigan, you can get the EIN. There are a few different ways to get an EIN:
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
Step 5: Get Licenses and Permits
After you create your new Michigan LLC, you’ll need to determine if your business/profession requires any licenses or permits to conduct business.Read more about Michigan Licensing and Permitting →
Registering a Foreign LLC in Michigan
If you have a non-Michigan LLC (aka Foreign LLC) and you are doing business in Michigan, you may need to register the Foreign LLC in Michigan. Each state has a different definition of “doing business”. In Michigan, the kinds of activities that would not constitute “doing business” are outlined in the Michigan Compiled Laws Annotated, Section 450.5008.
The filing fee for the Application for Certificate of Authority to Transact Business in Michigan starts at $50 and goes up to $1,000, depending on level of expedited service.See more about registering a foreign LLC in Michigan →