How to Form an LLC in Michigan
Instructions for filing MI Articles of Organization
Please watch the video below and follow the steps in order to file your LLC documents with the Michigan Secretary of State.
The following information is provided for educational purposes only and in no way constitutes legal, tax, or financial advice. For legal, tax, or financial advice, specific to your business needs, we encourage you to consult with a licensed attorney and or CPA in your state. The following information is copyright protected. No part of this lesson may be redistributed, copied, modified, or adapted without prior written consent of the author. A Limited Liability Company is a hybrid between a corporation and a partnership. An LLC protect your assets in the event of a lawsuit. In order to form your LLC you must file LLC formation documents with the Secretary of State. Once your documents are approved and sent back to you your LLC is now in existence and authorized to do business in the state. We have spent considerable time to make the details of this video simple and easy to understand. However, we cover a lot of ground and you are going to hear a lot of new terminology. We recommend that after you watch this video, you watch it a second time in order to fully comprehend all the information provided. Please make sure you have watched the first lesson on researching your LLC’s name. Your desired LLC name must be available for use before you proceed. When filing your LLC formation documents, your LLC is required to list a registered office and a registered agent within your LLC formation documents. The registered office is a physical address (it cannot be a PO Box) that is located in the state where your LLC is formed. A registered agent is a person or a company who agrees to accept legal mail and important documents on behalf of your LLC. In Michigan, they use the term Resident Agent, but this means the same thing as Registered Agent. For our purposes, we will refer to it as Registered Agent. The Registered Agent is located at the Registered Office and is generally accessible during normal business hours. As we mentioned, a Registered Agent can be a person or a company who has an address in the state where your LLC is formed. You as an individual can be your LLC’s Registered Agent, however your LLC cannot be its own Registered Agent. For individuals who have an address in the state, it is most common that they serve as the LLC’s Registered Agent. Having said that, the individual person you choose as a Registered Agent does not need to be a member of the LLC. It can be a friend, family member, or frankly, anyone you know who agrees to accept Service of Process on behalf of your LLC. Service of Process is the delivery of legal mail and important documents sent from the state or law firm to your LLC. Correspondence from the state can include items such as business requirements, late notices, and copies of formation documents. Legal documents can include items such as subpoenas and or complaints for legal action. Again, the purpose of designating a Registered Agent is to authorize someone to accept Service of Process on behalf of your LLC. Whoever agrees to be your LLC’s registered agent (aka your Resident Agent) must agree to do so. Some states require that they sign your LLC formation documents, but Michigan does not require this. You will just need to list their name and address within your LLC formation documents. The purpose of a Registered Agent and its Registered Office is to be a point of contact for the state and to accept Service of Process for your LLC. You, or someone you know can be your LLC Registered Agent so long as you have an address in the state. If you don’t have an address in the state that you can use, or you don’t want to serve as your LLC’s Registered Agent, you can hire a Commercial Registered Agent. Using a Commercial Registered Agent will also help protect your privacy as the information listed in the LLC formation documents will become public record. A Commercial Registered Agent is a company that specializes in receiving Service of Process on behalf of businesses nationwide. They typically charge between $100 and $300 dollars per year. If you decide to use a Commercial Registered Agent, we recommend Northwest Registered Agent LLC. They have been in the business for more than two decades and have built up a solid reputation in the industry. Their fees are among the most affordable and their support is top-notch. We’ve joined forces with them in order to provide Registered Agent services nationwide to our clients. There’s a link below this video where you can find instructions on how to sign up for their Registered Agent services. Now, let’s discuss your LLC formation documents. The name of the LLC formation document for the state of Michigan is called the Articles of Organization. This document is not complicated and contains basic information, including listing your registered office and registered agent. It will also require you to list your LLC’s name and the name and address of the LLC member or members. No need to stress out. We will walk you through the details of the Articles of Organization in just a couple minutes and we will make sure you get it filled out correctly. If you need to hire a Commercial Registered Agent, you’ll first need to hire them and then obtain their address before finalizing your Articles of Organization. If you decide to use Northwest Registered Agent, there’s a link below this video where you can find instructions on how to sign up for their services. You will find the filing fee amount, the accepted forms of payment, and the address where to send your Articles of Organization below this video. You will need to mail your completed Articles of Organization along with the filing fee to the state. Your Articles of Organization do not need to have original signatures. You can file a copy of your original if you prefer. It is a good idea, however, to keep either the original or a copy for your own records. There are no additional costs or filing fees to form your LLC. Once you mail the filing fee along with your Articles of Organization the state will review and process your paperwork. If there are any errors or issues with your articles of organization the state will mail back a letter with instructions on what needs to be corrected. If there are no issues with your filing, the state will mail back your Articles of Organization with their stamp of approval within approximately 10 to 15 business days. If you’re in a rush and need your documents quicker, the state offers expedited services which will reduce the review time to 24 hours or less instead of waiting the normal time for your approval. This means you would get your approval in approximately 5 to 10 business days. You can find information about expedited services and the fees below this video. Once you receive your stamped approval, your LLC is now a legally formed business in the state of Michigan. Please keep a copy of your stamped and approved Articles of Organization with your business records. Until you have confirmation your LLC has been officially approved, do not order your EIN, also known as your Federal Tax ID Number, or start to use your LLC for any business purposes. Michigan requires that you file an Annual Statement each year for your LLC. If your LLC is approved between January 1st and September 30th, then your first Annual Statement will be due on February 15th of the following year. If your LLC approval date is between October 1st and December 31st, then your first Annual Statement will be do the SECOND February 15th after your LLC is approved. In either case, your LLC is required to file its Annual Statement every year after that by the February 15th deadline. Failure to file your LLC’s Annual Statement on time will result in late fees. Even worse, the state may dissolve or shut down your LLC if you continue to ignore this requirement. In order to avoid these types of problems, the state will automatically mail out a reminder every November to the address of your LLC’s Registered Agent. In case you do not receive that notification, you will find a link below this video where you can submit your Annual Statement online. We are now ready to fill out the Articles of Organization. You can download this document below the video. Let’s get started. Here we are inside the Articles of Organization. This is a three page PDF. You’re going to be filling out page one, the top of page two, and then everything else is information and instructions. Feel free to read through them if you’d like, but we’ve already covered this information in the video. This form can be filled out on the computer or it can be printed out and then filled out by hand. If you fill it out by hand, please use blue or black ink. Also, make sure to print the documents on white paper that is letter size. That’s your standard 8.5 by 11 inches. Also, please note that I have a professional version of Adobe Acrobat. You may just have a simple version of Adobe Reader and you may not have as much functionality in order to edit and type inside the document. If that’s the case, simply print out the document and then fill it out by hand. I’ve already filled out this document to save some time. In the first section at the top, you’re going to list your name and the address where you would like the documents sent back to. This does not have to be the address of the Registered Agent and this can be any address. It’s just where you want to get the documents sent back to once they’re approved. Underneath Article 1, I’ve entered the name of the LLC. In this example, we’re just going to call this company ABC Widgets LLC. Make sure to include LLC or L.L.C. at the end of your name. And in this example I used a comma. And the comma is not required. That’s just a personal preference, so you can use one if you’d like, or you can leave it out. The next two sections, Article 2 and 3 can be left blank because these are the defaults. Article 2 states that the purpose for the Limited Liability Company is to engage in any and all lawful activity within the state of Michigan. Pretty simple and pretty straightforward, so you can leave that blank. Article 3 says the duration of the LLC or Limited Liability Company, if other than perpetual is, but by default, most LLC’s in existence perpetually. That means until the members decide to close or dissolve the LLC. So in this case, Article 2 and Article 3 again, you can leave those blank. Article 4 is where we’re going to list the Registered Agent and the Registered Office. This is also known as the Resident Agent in Michigan. So in this example I’ve listed my name here, I just put John Doe as an example. And I put my address in Lansing below. Now number three, is most likely not going to be needed. This would be if the mailing address is different than their street address, but most of the time you’ll just need to fill out section 1 and section 2. Now I’ve also prepared this document; let’s switch windows over here; okay, and here’s an example is if I were using a Commercial Registered Agent, it would look pretty much exactly the same. And just in this case I’ve used Northwest Registered Agent, and I have their address here in Troy. All right, back over this document; all right, in the next section, Article 5, you can leave this blank unless you need to attach any additional provisions. Most likely this is not going to be applicable, so you can just leave that empty. Then at the bottom of the page you’re going to write signed this, and then write the day of the month. For this example, this is just using the 10th of November, 2014. Now there’s a very good chance that you’re watching this video in the future, and a lot of people sometimes have confusion around the date. They think that they can forward date or backward date this. You cannot forward or backward date this document more than one week so if you’re watching this video in 2016 or 2017, make sure using the appropriate date. Again, write the day of the month, the month, and the year. And then down here you’re going to print your name. Then once you print this document out, you’re actually going to sign here where it says by. On the next page, that are asking for the preparers name. In this case this is also going to be you, so you’re going to list your name again and list your phone number. Over here on the right, where it says name of person organization remaining fees, you can leave that blank because that’s not going to be applicable. Two other important things to make note of, people do often asked if the document needs to be notarized. It does not. You just simply need to print it out and sign it, and then it’s ready to go. Another important thing is that if you’re forming your LLC in the month of December, and you don’t actually need to be doing business in December, we recommend that you actually wait and file this document in January. The reason being is if your LLC is approved in December, you may have to file additional taxes, and it can often just be a little bit of a headache, so it’s best to wait until January if you don’t need the business open in December. That pretty much wraps up this document. It’s very simple. Let’s just go ahead and do a review again. So the top you’re going to list your name and the address where you’d like the documents sent back to. Under Article 1, you’re going to list the name of your LLC. Article 2 and 3, you’re going to leave those blank. Article 4, you’re going to list the name and address of the Resident Agent, aka, Registered Agent. This might be yourself, this might be someone, you know or it might be a Commercial Registered Agent. Then, Article 5, you’ll leave blank. You’ll simply date the document at the bottom, list your name, then when you print this document out, you’ll sign right here where it says by. And at the bottom, you’re going to list your name again and your phone number. And remember, the accepted forms of payments, and the address where to send this document to, are listed below this video. Once you send in your Articles of Organization, along with your filing fee, you will get back a copy of your Articles of Organization with a stamp of approval and your LLC will then be authorized to do business in the state. And that concludes this lesson.
IncFile ($49 + state fee) or LegalZoom ($149 + state fee)
Registered Agent Recommendation
If you need to hire a Commercial Registered Agent in Michigan, we recommend Northwest Registered Agent. Their yearly fee is $125 (most companies charge $200 – $300 per year).
Northwest Registered Agent
In this video I’m going to show you how to signup and register for Northwest Registered Agent. There’s a link below this video that will take you to their website. Once you’re there, in the upper right hand corner, it says order online and there’s a drop-down menu. Let’s go ahead and select Registered Agent service. And let’s scroll down on the page. We have a four-step process. In the first field you’re going to enter your desired LLC name and then in the drop-down select LLC. I’m going to enter ABC Widgets LLC as my example company. And don’t worry if you end up switching your name; you can change it in the system later. It’s not that important. Then we’re gonna hit next step. It says are we changing Registered Agent. In my case is no. Underneath States I’m going to select the state in which you’re forming your LLC. For this example, I’m going to choose Pennsylvania. Next, it says would you like your attorney notified at the same time we notify you if you get sued. If you don’t have an attorney, you can leave it on. If you do have an attorney, you can go ahead and fill in their email address. Once that’s complete click next step. On the next page, you’re going to enter your name your, your phone number, your email address, your mailing address, and then click on final step. On the next page at the top, it’s going to ask if you’d like to sign up for one year, two years, or three years. One year is going to be on by default. If you’d like to save a little bit of money, you can go ahead and sign up for two years, or three years if you’d like. Once you have that in place you’re going to enter the password. When you log into your account at Northwest Registered Agent, you’re going to use the email address that you end on the last page, and you going to use this password, so make sure you say this in an important place. Next, under payment information, you’re going to select pay with a credit card. You’re going to enter your name, your credit card number, expiration date, billing address, and then at the bottom go ahead and click the finalized button. In this case it says yeah I’m done. It’s now going to redirect you and it’s going to process your payment. And on the next page, you’ll see a thank you message. It says all the state forms are under the filing resources. In your case you’re not going to need any of the state forms as we have them all in our course. They’re here as well if you do need them. We will click over there in just a second to get their address. If you happen to be changing your Registered Agent from an existing company, there are instructions here, and there are forms in the filing resources. Next, there’s some important email addresses to make sure that you add to your address book or you white list them as it’s called in your email, just to make sure they don’t go to spam. And these emails are very important because if you ever get Service of Process or if you ever sued, you definitely wanna make sure you get notified of that, so make sure you say these email addresses. There’s a nice thank you message down here. Once you agree to this page, you can go ahead and click on filing resources. One thing to note in the back end here, we are at www.llcagent.com. That’s different than the existing site that we’ve been on. If you need assistance at any time, go ahead and go to www.NorthwestRegisteredAgent.com. And you can always find their phone number on the page, or you can click on the contact button. Let’s go back to our back-end tab here, under the LLC agent, and under filing resources, here’s the most important information I need right now. It is the name. Make sure you double check in the state that you’re forming, in this case Northwest Registered Agent operates under the name Northwest Registered Agent LLC in the state of Pennsylvania, but in some states they go into the business name Northwest Registered Agent Services Inc., or some other variation. Now that we have their address here, we can continue with their LLC formation documents. This page has additional resources if you do need them. Most of these documents will not apply to you. There’s documents here for corporations. There are documents here for LLC’s, but again, we have all that documentation for you inside the course. But there are some nice additional resources on this page in case you need them. Again, if you have any questions about the process go to www.NorthwestRegisteredAgent.com, give them a call. Great company, great people, they have excellent support. And once you have your address, you can go ahead and continue with the next step, which is going to be completing your LLC formation documents. And that concludes this video.
Articles of Organization (PDF)
Accepted Forms of Payment
Check and Money Order
Make Payable To
“State of Michigan”
Mail a copy of your Articles of Organization and your check or money order for $50 made payable to the “State of Michigan” to:
Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
P.O. Box 30054
Lansing, MI 48909
State Contact Info
517-241-6470 (phone, 8am – 5pm ET)
[email protected] (email)
You will receive your approval in approximately 10-15 business days.
Once your LLC is approved you can proceed to Lesson 3: LLC Operating Agreement.