Michigan LLC Formation Guide (2022) (April 2024)

Limited liability companies (Michigan LLCs) are legal entities that have been created at the state level. They offer flexibility management, pass-through taxes, personal asset protection, and flexible taxation. You will need to appoint a registered representative, select a business name, and file Articles of Organization at the Michigan Department of Licensing and Regulatory Affairs. The document can be filed online, by mail or in person. You will need to pay $50 for each article. You can start your LLC in Michigan in just a few steps if you follow our step-by–step guide.

1. Name Your LLC

A name is essential for an LLC. However, not all names will work. Michigan Compiled Law, SS 450.4204 requires that your LLC name be:

• • Include “limited liability company”, “limited company,” or “LLC”
  • Do not include abbreviations or words that could make it sound as if the LLC is another type of entity such as “corp” and “limited partnership.”
  • Stand out among Michigan’s approved business names.

Is it possible to reserve a Michigan business name?

You’ve thought of the perfect name but aren’t quite ready to go ahead with the business. A business name can be reserved for up to six month. To reserve a business name, you will need to file an Request for Reservation of Name at Michigan’s Corporations Division. Reserve a name for $25

Michigan uses the term “resident agency” instead of the registered agent. However, they are interchangeable. A Michigan registered agent can be any person or company that is designated to receive legal correspondence and official paperwork for your LLC. Michigan law requires that LLCs have a registered agent. You have the option to hire an agency like us or your own registered agent. To file your state formation documents successfully and to form your LLC, you will need the information of your registered agent.

What is a registered agent?

Michigan Compiled Law, SS 450.4207 outlines the requirements for Michigan registered agents. Your registered agent must at least:

• You must have a physical address in Michigan (no PO boxes, virtual offices).
• Regular business hours (9am-5pm) are maintained at this address.
• Accept legal mail from the Michigan Division of Business Filings for your business. They will get it to you quickly.

Are you able to be your own registered agent for Michigan?

You betcha. You might think about it. Register agents must be available during normal business hours and have their name and address listed on public record. Registering as your own agent is not the best option if you value flexibility in your business or want to protect your personal information.

Once your LLC has been given a name, a registered agent and an address, you can fill out and file the Articles of Organization. Registering your articles with your state is what makes your LLC legal and protects your personal assets.

Note: All information in this form will be made public.

To complete the article, you will need to give the following information:

• Company name. Add an indicator such as “LLC” to your company name.
• Purpose (optional). While you can indicate the purpose of your business but most LLCs leave this blank.
• Duration (optional). If you do not plan to add an expiration date to your LLC, you can skip this section.
• Resident agent. This is the person or service who will accept legal mail for your LLC.
• Registered office. Must have a physical address within Michigan.
• Additional provisions (optional) Add additional information about your LLC such as if it will be managed by a manager or a member.
• Effective date (optional). You can add a start date to delay the formation of your LLC for up 90 days.
• Signing the organizer. Whoever signs and submits articles must sign.
• Submitter. Name and contact information for the person who submitted the articles.
• Expedite. Need to quickly get your LLC started? You can expedit from $50 for 24 hour service up to $1,000 for one-hour service.

What can I do to keep my personal data from being made public?

We are not talking empty words. A registered agent is the best way to protect your personal information from the public. Anyone who fills out and files the Michigan Articles of Organization will have their name and information posted online. A professional registered agent will provide your information to place on your public filing documents. Your information will remain private if they are hired.

How do I file the Michigan Articles of Organization

You will need to file Articles of Organization at the Michigan Department of Licensing and Regulatory Affairs in order to officially create your Michigan LLC. The document can be filed online, by mail or in person. Files cost $50. Online filings can take up to two weeks for approval while mail takes nearly a month. You can get your LLC up and running in just 24 hours if you pay $50 more. For $1,000, you could get a 1-hour formation if you have the money and patience of a toddler.

Mail:

Michigan Department of Licensing and Regulatory Affairs

Corporations, Securities & Commercial Licensing Bureau

Corporations Division

P.O. P.O. Box 30054

Lansing, MI 48909

In Person:

Corporations Division

2501 Woodlake Circle

Okemos, MI

Online:

LARA Corporations Online Filing System

4. Create an LLC Operating Agreement

Next, you will need an operating agreement. You don’t want to be slow. The operating agreement for your LLC outlines how you will hold meetings, what members are responsible for, and how profits and losses will be distributed. You can customize the operating agreement to meet the needs of your members. You don’t have to file the operating agreement as it is an internal document. However, if you do not take the time to write one, it could backfire on you.

Is it necessary for Michigan to have an LLC in order to have an operating contract?

Michigan, like many other states, doesn’t require LLCs to have an operating agreement. However, this doesn’t mean that you shouldn’t make one. Operating agreements are internal documents and you don’t have to file them with the state. Your LLC will be subject the state’s default LLC statutes without an operating agreement. Trust us, Michigan won’t tell LLC members how to solve a dispute or divide profits. You should ensure that the operating agreement is in writing.

Your EIN (Employer Identification Number) is a nine-digit IRS number that you use for tax filings and reporting. Your EIN acts as a Social Security number for you business. Apply directly to the IRS to obtain your EIN. You can apply online and pass the validation check to get your LLC’s EIN within minutes.

6. Register for a Bank Account

Next, open a bank account to support your LLC. Separating your personal and business finances can help increase your LLC’s liability protections. This is done by creating a wall between personal assets and the business assets. A business bank account allows you to make and accept payments, organize your accounting, and identify tax write-offs.

You will need the following documents to open a bank account in Michigan for your Michigan LLC:

• Michigan LLC Articles of Organization (a duplicate is fine)
• Operating agreement for the LLC
• The EIN of the LLC
• An LLC Resolution to Open A Bank Account (if more than one member of your LLC).

Your shiny new LLC is almost ready to go, but it’s important to be aware of the final formalities. Michigan requires that you file an annual statement, sometimes called an annual report. $25 is required to file the annual statement. If you fail to file an annual statement within two years, your LLC will be administratively disbanded.