Michigan LLC

How to Form an LLC in Michigan

Quick Start Guide ← you are here
This Quick Start Guide is a brief overview of how to setup a Michigan LLC.

Detailed Lessons:
1. Name Search
2. Filing Forms
3. Operating Agreement
4. Tax ID Number (EIN)

Michigan LLC Costs:
Michigan LLC filing fee: $50 (one-time)
Michigan LLC annual statement fee: $25 (every year)

Need to save time?
Hire a reliable service to form your Michigan LLC:
IncFile ($49 + state fee) or LegalZoom ($149 + state fee)


Matt Horwitz LLC University Founder

Hey there, my name is Matt Horwitz and I’m the founder of LLC University®.

We’ve put together a free guide on how to form an LLC in Michigan. We hope you find it helpful!

To form a Michigan LLC, you can either follow the 4 lessons above (which are more detailed and step-by-step), or you can follow the Quick Start Guide below (which is a brief overview of all the steps).

If this is your first time setting up an LLC in Michigan, I recommend that you follow the more detailed lessons above. Please make sure to follow them in order.

How to Form an LLC in MichiganA Michigan LLC (Limited Liability Company) is a hybrid business structure that combines all the best attributes of a Sole Proprietorship, Partnership, and a Corporation.

Easy Manageability
Like a Sole Proprietorship or Partnership, a Michigan LLC is easy to manage and operate. You won’t be required to hold an annual meeting of stockholders, or keep a record of the minutes of every meeting.

Maintaining your Michigan LLC’s good standing (which enables it to continue doing business in the state) is easy too. Just file your Annual Statement every year with the Corporations Division, pay the proper taxes, and renew any business licenses and/or permits.

No Double Taxation
Like a Sole Proprietorship or Partnership, a Michigan LLC is not subject to double taxation. As a “pass-through” entity by default for tax purposes, your Michigan LLC’s earnings will instead be included in your personal tax return.

Personal Liability Protection
Like a Corporation, a Michigan LLC offers personal liability protection to its owners (called members), as well as its managers and officers.

How the protection works: Aside from being a “pass-through” entity for tax purposes, your Michigan LLC is by law considered as a separate legal entity that can hold assets under its own name just like a real person. If your Michigan LLC is sued and loses in court, then it pays using only the assets of the business. Your personal assets (like your car, house, bank account, etc.) stay safe.

Easy Manageability, No Double Taxation, and most importantly Personal Liability Protection, are why people (especially small business owners and entrepreneurs) prefer to form LLCs in Michigan.

To form an LLC in Michigan:

– follow the 4 lessons above (more detailed and step-by-step), or
– follow the Quick Start Guide below (the brief overview)

Need to save time? Hire a professional to form your LLC in Michigan:
IncFile ($49 + state fee) or LegalZoom ($149 + state fee)

1. Michigan LLC Name

• Before filing the necessary paperwork to form your Michigan LLC with the Corporations Division, you need to think of a business name that’s unique and available for use.

• Michigan requires your desired LLC name to be “distinguishable upon the records”. In short, people should be able to distinguish and differentiate the name of your Michigan LLC from the names of existing businesses in the state.

• You can search your Michigan LLC name via the Entity Name Search (which searches existing businesses) or via the Name Availability Search (which determines distinguishability for you). We recommend using both tools. You can also call the Corporations Division (517-241-6470) if you want to double-check that your LLC name is available.

• Corporations Division Business Entity Name Search:

http://w1.lara.state.mi.us/businessentitysearch/

• Corporations Division Name Availability Search:

https://www.lara.michigan.gov/apex/CORPORATIONS/f?p=210:1:1969836545568362

LLC Designator: Your LLC must have a proper designator at the end of its name. Acceptable designators in Michigan include: “LLC” (most common), “L.L.C.”, “LC”, “L.C”., and “Limited Liability Company”.

• Your Michigan LLC name cannot include a designator that makes it sound like a different type of legal entity. For example, your Michigan LLC name cannot use the words or abbreviations Corporation, Corp., Inc., Incorporated, Limited Partnership, LP, L.P., or Trust.

Domain name: Your website address doesn’t need to match your Michigan LLC name exactly (unless you want it to). For that reason, we recommend securing a domain name for your website ahead of time:

GoDaddy Domain Search:

We also recommend getting domain privacy with your order so your home address, telephone number, and email address are kept off public records.

LLC name statute: Section 450.4204

2. Michigan Resident Agent

• After you’ve searched and chosen your Michigan LLC name, the next step is to find a person or company to be your LLC’s Resident Agent.

• The Resident Agent (also known as “Registered Agent” in other states) is responsible for receiving legal mail (called “Service of Process”) addressed to your Michigan LLC. Service of Process includes notices of lawsuits, court actions, and other types of legal documents.

• Maintaining a Resident Agent for your LLC is mandatory in Michigan. Failure to comply with this requirement may result in your LLC losing its good standing status (in other words, the privilege to do business in Michigan).

• A person or company can be your Michigan LLC’s Resident Agent so long as they have a street address within the state (PO boxes are not allowed) where Service of Process can be delivered.

– If your Resident Agent will be a person, then they need to be a resident of Michigan, be at at least 18 years of age, and hold regular business hours in case any legal mail arrives.

– If you, a friend, or family member fit the requirements, then you/they can be your LLC’s Resident Agent in Michigan.

• If you don’t want a person to serve as your LLC’s Resident Agent (and you prefer more privacy), then you can hire a professional Resident Agent, more commonly known as a Commercial Resident Agent.

• A Commercial Resident Agent is a private company that you pay on an annual basis. They fulfill the state requirement of maintaining a Resident Agent, as well as few additional benefits, such as emailing you Annual Statement reminders every year and discarding your junk mail.

• If you want to hire a Commercial Resident Agent in Michigan, we recommend IncFile ($99 per year) or Northwest Registered Agent ($125 per year).

IncFile is a bit cheaper, but their customer support is not as good as Northwest Registered Agent.

• Michigan Resident Agent statute: Section 450.4207

3. Michigan LLC Articles of Organization

Michigan LLC form: Articles of Organization (Form CSCL/CD-700)

Michigan LLC filing fee: $50

Method of filing: By mail.

Approval time: 10-15 business days.

Payment methods: Pay with a check or money order and make it payable to “State of Michigan”.

If you want to expedite your filing: Fill out the Expedited Service Request form and file together with the Articles of Organization. Check off “24 hour” and pay the extra $50. This will bring your approval time down to 7-10 business days.

Mailing address: Send your completed Articles of Organization (and Expedited Service Request form, if being used), and your filing fee to:

Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
PO Box 30054
Lansing, MI 48909

Items listed in your Articles of Organization: name of the LLC, purpose for which the LLC is formed, duration of the LLC, the name, street and mailing address of the Resident Agent, additional provisions (optional), the name, signature and contact information of the person submitting the LLC’s Articles of Organization (this person is known as the Organizer).

Michigan LLC approval: after the Corporations Division approves your LLC, you will receive by mail your stamped and approved Articles of Organization. The document will include your 6-digit Entity ID Number.

Need to save time? Hire a professional to form your LLC in Michigan:
IncFile ($49 + state fee) or LegalZoom ($149 + state fee)

MI Articles of Organization statute: Section 450.4203

4. Michigan LLC Operating Agreement

What is an Operating Agreement? It’s an internal document that governs your Michigan LLC. More specifically, it:

– regulates the LLC’s management and operations;

– lists the rights, duties and obligations of the members, managers and officers of the
LLC;

– specifies a member’s stake and percentage of ownership in the LLC;

– spells out the distribution of the profits/losses, and payment of taxes;

– provides a guide on how taxes, income/losses are to be paid; and

– contains any other provisions that are needed for the business.

Benefits of having an Operating Agreement: keeps your Michigan LLC’s operations running smoothly, maintains the harmony among members, managers, and officers, and helps resolve internal disputes quickly by providing guidelines and procedures.

Maintains personal liability protection: also, in case of a lawsuit, an Operating Agreement can serve as proof that your Michigan LLC is being run properly as a separate legal entity.

Internal document: You don’t need to send your Michigan LLC’s Operating Agreement to the Corporations Division (or to any other state agency for that matter). Just store the original along with your LLC’s other business records, and provide a copy to any other members (if applicable).

Free Operating Agreement for your Michigan LLC: You can download our free Michigan Operating Agreement in one of the following 3 formats:
PDF, Google Doc, or Microsoft Word.

Operating Agreement statutes: Section 450.4214 and Section 450.4215

5. Federal Tax ID Number (EIN)

• After the Corporations Division approves the LLC’s Articles of Organization, the next step is to register your Michigan LLC with the IRS for a Federal Tax ID Number (also known as Employer Identification Number or EIN).

Importance: identifies your LLC for taxation and recording purposes, and is a requirement for opening an LLC bank account and applying for certain business licenses and permits.

• Your LLC may also need a Federal Tax ID Number in order to engage and do business with other companies.

Apply for your EIN only after your LLC is approved: this prevents the situation where your Federal Tax ID Number gets attached to a non-existent LLC (if your filing is rejected).

No charge: getting a Federal Tax ID Number is completely free. The IRS issues Federal Tax ID Numbers at no charge.

3 ways to apply for an EIN: online (recommended since the processing time is only 10-15 minutes), by fax (4 business days), or by mail (4 – 6 weeks).

If applying online: you must have an SSN or ITIN to use the online application. Also, your Michigan LLC must be owned by a person, not a company.

If applying by fax or mail: if you can’t use the online application due to any of the reasons above, you can still fax or mail your application. Just download and fill out Form SS-4, then fax or mail it:

IRS Fax number: 855-641-6935

IRS Mailing address: Internal Revenue Service, Attn: EIN Operation, Cincinnati, OH 45999

Tip for foreigners: If you don’t have an SSN or ITIN, just write “Foreign” on line 7b.

6. Michigan Annual Statement

• All LLCs in Michigan must regularly file an Annual Statement (called “Annual Report” in other states) every year.

• Annual Statements are due by February 15th every year.

Note: LLCs formed after September 30th don’t have to file their Annual Statement on the immediate February 15th following their formation. They file it the following year.

Annual Statement fee: $25 per year.

Method of filing: File online or file by mail. You can only file online if your LLC is in good standing. If your LLC is not in good standing, you must file by mail.

Annual Statement approval times: 1 – 2 hours if filed online or 3 – 5 business days if filed by mail.

File your Annual Statement online: Go to FileOnline, enter your LLC’s Entity ID Number (you can find it in your approved and stamped Articles of Organization, or in your LLC’s online record), then complete your Annual Statement online and make $25 payment with a debit or credit card.

File your Annual Statement by mail: The state will mail your LLC’s Resident Agent your Annual Statement Form each year. Update any information that needs to be updated, sign the form, and prepare a $25 check or money order. Make it payable to “State of Michigan”. Then mail your Annual Statement to:

Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
P.O. Box 30057
Lansing, MI 48909

Penalty: The Corporations Division will mark your LLC as not in good standing if you fail to file your Annual Statement.

What you’ll get back: regardless of how you send your Annual Statement, you won’t get anything back from the Corporations Division. To view and download a copy of the approved Annual Statement, search for your LLC in the Corporations Division database and go to its online record.

Annual Statement statute: Section 450.4207

7. Business Licenses and/or Permits

• To be able to do business within the state, your Michigan LLC must also apply for the necessary licenses and permits.

Penalties for doing business without a license: this opens up your Michigan LLC to various penalties, including fines and a even a revocation of its good-standing status.

What business licenses and/or permits are needed: these depend on your Michigan LLC’s location and the industry it is involved in.

State License Directory: http://www.michigan.gov/statelicensesearch/0,4671,7-180-24786—,00.html

County Directory (for local licenses and permits): http://www.michigan.gov/som/0,4669,7-192-29701_31713_31714-97053–,00.html

Need to save time? If you’d rather not do the research to determine your business license and permit requirements, we recommend hiring IncFile. They’ll take care of everything for $99.

8. Taxes

Federal taxes: By default, the IRS taxes Michigan LLCs as either Sole Proprietorships (for Single-member LLCs) or Partnerships (for Multi-member LLCs). As such, your Michigan LLC’s income/losses are not taxed separately, but are likely included in a Schedule C of your personal income tax return (Form 1040).

State and local taxes: Despite not being taxed separately by the IRS, your Michigan LLC may still have to pay various state and local taxes. Like the business licenses and permits, your Michigan LLC’s location and industry will determine the kind of state and local taxes it has to pay.

Possible business taxes imposed in Michigan: Corporate Income Tax, Flow-Through Withholding, International Fuel Tax Agreement (IFTA), Michigan Business Tax, Motor Fuel, Sales, Severance, Single Business, Tobacco, Use, Withholding, Bottle Deposit, State Real Estate Transfer Tax, Convention Facility Development, 9-1-1 Program, Airport, Health Insurance Claims Assessment, and HMO Use Tax.

Recommendation: Preparing your taxes properly can be challenging. To make things easier, we recommend you get help from a qualified accountant in Michigan after your LLC is formed. Check out our how to find an accountant guide.

9. Michigan LLC Bank Account

• After your Michigan LLC is approved, you can then open a business bank account.

Benefits of a separate bank account: easier accounting and recording, and maintains your personal liability protection by keeping your LLC’s assets separate from your personal assets.

Documents you’ll need: your Michigan LLC’s stamped and approved Articles of Organization, Federal Tax ID Number, and 2 valid IDs (driver’s license, passport, etc.)

Tip: Some banks require other documents (like your LLC’s Operating Agreement). Call
ahead and ask for everything that the bank will need.

Other helpful tips:

– For members/owners who want to be signers on your Michigan LLC’s bank account: they must be physically present during the application for the bank account.

– Various maintenance fees: call as many banks as you can and ask about their maintenance fees. Some charge expensive rates, others charge a minimal fee. And some banks don’t charge any monthly fees at all. If you call a handful of banks, you’ll likely find an LLC business checking account with no monthly fees.

– DBA or Fictitious Name: an LLC is “DBA” (“Doing Business As”) or using a Fictitious Name when it does business under a name other than its own registered name. Don’t be alarmed if you’re asked for your Michigan LLC’s DBA during the application. Just tell the bank representative/officer that your LLC has no DBA/Fictitious Name, and will open the bank account under its own name (the one registered with the Corporations Division).

Debit card: The bank will usually issue a debit card right away (or within a week) after the opening of your Michigan LLC’s business bank account.

Credit cards: Debit cards are great, but they don’t build business credit or get rewards (like cashback and travel points). You can search for business credit cards at www.creditcards.com

Michigan State Agencies

Department of Licensing and Regulatory Affairs (“LARA”)
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
Phone: 517-241-6470
Hours: 8am – 5pm, Monday through Friday
Website: http://www.michigan.gov/lara/0,4601,7-154-61343_35413—,00.html
Contact: http://www.michigan.gov/lara/0,4601,7-154-61343-139996–,00.html

Michigan Department of Treasury
Website: http://www.michigan.gov/treasury/
Phones: http://www.dornc.com/aboutus/phones.html (separate lines for each tax issue)

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Matt Horwitz
Founder & Educator at LLC University
Forming an LLC shouldn't be so complicated. Our step-by-step guide will make the process a breeze – and no complex legal jargon! We teach people how to form an LLC for free in all 50 states. We hope you find our free guides and resources helpful in your entrepreneurial journey.

4 Comments

  1. William Allen June 4, 2017

    Without question, the best site assistant we have located online! Streamline and easy to follow directions & links! We’ll make sure to spread the word!

    reply
    • Matt Horwitz June 5, 2017

      William, what a great comment to receive :) We always appreciate the love and thank you for spreading the word!

      reply
  2. Ron August 29, 2017

    Hi Matt,
    Does the Operating Agreement legally establish “member” or “managing member” designation for signing contracts.
    If “managing member” is used would members name be designated instead of “all of its members” in the “Members Provision – Management” (Michigan LLC).
    Thank you for providing this great site and valuable information.

    reply
    • Matt Horwitz August 29, 2017

      Hi Ron, if your LLC will be member-managed, then using the designation “Member” or “Managing Member” will work. Please see this article: LLC Management & LLC Officer Titles.

      reply

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