--- title: "How to Form a Corporation in Michigan: Steps, Fees & Filing 2026 | LLC Attorney" description: "A Michigan corporation files Articles of Incorporation with LARA for $50, needs 1 director, and files a $25 annual report by May 15. Read the full state guide." canonical: https://llcattorney.com/states/mi/corporation-formation-michigan image: https://llcattorney.com/images/share-cover.png source_path: /states/mi/corporation-formation-michigan --- Key Takeaways - $50 Articles of Incorporation filing fee (CSCL/CD-502) paid to the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division - Minimum 1 director required (MCL § 450.1505) - Annual Report (Profit Corporation Annual Report (CSCL/CD-2500, online)) due within by May 15 of the year following incorporation, $25 fee; loss of good standing and, after two consecutive missed years, automatic dissolution late penalty - 6% flat Corporate Income Tax on the Michigan apportioned tax base (no franchise or net-worth tax); $25 annual report due May 15 - Resident Agent with a physical Michigan street address required - No publication requirement - S-Corp election available via IRS Form 2553 within 75 days of formation; S-Corp income is taxed to shareholders at Michigan's flat 4.25% individual rate instead of the 6% CIT - Same-day filing available through LLC Attorney at no markup on state fees Forming a corporation in Michigan means filing Articles of Incorporation with LARA — the Department of Licensing and Regulatory Affairs, not a Secretary of State — paying a $50 base fee (for 60,000 authorized shares or fewer), appointing at least 1 director, and naming a Resident Agent with a Michigan address. Ongoing obligations are light: a $25 annual report due May 15 and a flat 6% Corporate Income Tax on apportioned profit, with no franchise tax. This guide walks through every step and cost of forming a Michigan C-Corporation, with online filing through LLC Attorney starting at $49. $50Articles of Incorporation filing fee (60,000 shares or fewer) 1Minimum directors (MCL § 450.1505) 6%Michigan Corporate Income Tax rate $49LLC Attorney formation starting price ## C-Corp vs LLC in Michigan Most first-time business owners in Michigan default to an LLC for its simpler pass-through taxation. A Michigan corporation earns its keep in narrower cases — when you intend to raise outside equity, grant stock options, or build a structure that will eventually take on institutional investors, where the C-Corp form is a requirement rather than a preference. ### Choose a Michigan corporation when: - **You plan to raise venture capital or institutional investment.** VC firms, angels, and most institutional investors require a C-Corp structure before they write a check. Preferred stock, convertible notes, SAFEs, and board governance by class are native to corporations, not LLCs. - **You want to issue stock options to employees (ISOs).** Corporations issue stock; LLCs issue membership interests. ISO and NSO option plans are available to corporations but not to LLCs. - **You expect to eventually go public or sell to a public company.** Public markets operate on corporate stock mechanics. - **You are in a regulated industry** where corporate structure is required or expected by licensing boards, government contracts, or institutional counterparties. ### Stick with an LLC when: - You are a small business with one or a few owners who will not need institutional investment. - Pass-through taxation without payroll complexity is the priority. - You do not need stock option plans or institutional investment mechanics. ### Why and when to incorporate in Delaware vs your home state Delaware is the default for startups on a venture track. Institutional investors expect it, term sheets assume it, and the Court of Chancery resolves corporate disputes faster than any general trial court. If you are raising a priced round or structuring for QSBS eligibility, incorporate in Delaware. If you are not raising outside capital, Michigan is usually the better choice. A Delaware corporation operating in Michigan still has to register as a foreign corporation there, pay Michigan fees, and file a Delaware franchise tax return each March 1. That is duplicate overhead with no benefit for a business that will not seek institutional investment. ## What's Unique About Corporations in Michigan? Michigan is unusual among the states in two structural ways that affect corporations directly. First, business entities file with LARA — the Department of Licensing and Regulatory Affairs, Corporations Division — rather than with a Secretary of State, so founders searching for the typical state filing portal often land in the wrong place. Second, the organization fee is pegged to authorized shares: a corporation that keeps its authorized stock at 60,000 shares or fewer files for the base $50, while higher share counts push the fee to $100 and beyond. Combined with a flat 6% Corporate Income Tax and no franchise tax, Michigan is a comparatively low-cost home for an operating C-Corp. Key Michigan-specific requirements: - Articles of Incorporation (not "Articles of Organization" — that is the LLC filing document) - Minimum of 1 director (MCL § 450.1505); no residency or citizenship requirement - 6% flat Corporate Income Tax on the Michigan apportioned tax base (no franchise or net-worth tax); $25 annual report due May 15 - Corporate annual report is due May 15 — a different deadline from the February 15 Michigan LLC Annual Statement, so calendar them separately - Organization fee scales with authorized shares — $50 at 60,000 shares or fewer, $100 above that, rising further for large share counts ## Selecting a Name for Your Michigan Corporation Your corporation's name must comply with Michigan naming requirements: - Must include "Corporation," "Incorporated," "Inc.," "Corp.," or another Michigan-approved designator (MCL § 450.1211) - Must be distinguishable from all existing Michigan entities in the MiBusiness Registry entity search - the name must contain Corporation, Company, Incorporated, or Limited (or an abbreviation such as Corp., Co., Inc., or Ltd.), and a corporation that omits a designator is treated under Michigan law as having satisfied the requirement only if the name still imports that it is formed under the Business Corporation Act - Names implying government affiliation or banking activity are restricted Search the MiBusiness Registry entity search at mibusinessregistry.lara.state.mi.us before filing. Your name search is not a reservation — the name can be registered by another filer while you prepare your Articles of Incorporation. **Name reservation:** file a name reservation with the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division, $25 fee, holding the name for 6 months. Recommended if your paperwork takes more than a few days to prepare. ## Directors, Officers, and Shareholders in a Michigan Corporation A Michigan corporation has three distinct roles: **Shareholders** own the corporation. They hold stock and vote on major decisions — electing directors, approving mergers, authorizing major asset sales. Shareholders do not manage day-to-day operations. **Directors** govern the corporation through a Board of Directors. They set strategic direction, authorize major transactions, and oversee management. Michigan's director requirements: Michigan requires a board of at least 1 director (MCL § 450.1505). Directors do not have to be Michigan residents or U.S. citizens, and there is no statutory minimum age beyond the capacity to act. The number of directors is fixed by the bylaws or the Articles of Incorporation, and the board may be expanded later without state approval. Michigan also requires the corporation to have officers — at minimum a president, secretary, and treasurer (MCL § 450.1531). **Officers** (CEO, CFO, Secretary, etc.) manage day-to-day operations. Officers are appointed by the Board of Directors. Michigan requires a president, a secretary, and a treasurer at minimum, although one person may hold all three offices. One individual can be the entire corporation — sole director, president, secretary, and treasurer — which is the standard structure for a single-owner Michigan corporation. ## Designating a Resident Agent Every Michigan corporation must designate a Resident Agent — a person or entity with a physical Michigan street address who receives legal notices, lawsuits, and official state correspondence on behalf of your corporation. Michigan requires every corporation to continuously maintain a Resident Agent with a registered office address in Michigan (MCL § 450.1241). The registered office must be a physical Michigan street address, not a P.O. box, and the agent must be available there during business hours to accept service of process and LARA correspondence. The agent can be an individual Michigan resident or a company authorized to do business in the state. If the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division cannot deliver legal notices to your Resident Agent, Michigan can administratively automatically dissolve your corporation. LLC Attorney's Michigan Resident Agent service is $125/year. ## Michigan Corporation Costs and Compliance Fee Amount Notes Articles of Incorporation (CSCL/CD-502) $50 Standard processing: 1 to 3 business days for online filings; 2 to 4 weeks by mail State expedited — 24 hour $50 Additional to the $50 base fee Same-day service (submit by 1 p.m. Eastern) $100 Additional to the $50 base fee Annual Report (Profit Corporation Annual Report (CSCL/CD-2500, online)) $25 loss of good standing and, after two consecutive missed years, automatic dissolution late penalty if missed Corporate Income Tax + annual report 6% of apportioned profit + $25 report CIT filed with the Department of Treasury; $25 report due May 15 to LARA Name reservation $25 Holds name for 6 months Certificate of Amendment $25 To change corporate name or structure Resident Agent (professional) $49–$300/yr LLC Attorney service available ## How to Form a Corporation in Michigan ### If You Do It Yourself **Step 1 — Choose a corporate name that complies with Michigan's requirements.** Your corporate name must be distinguishable from all existing Michigan entities and include an approved corporate designator ("Inc.," "Corp.," "Corporation," "Incorporated," or as specified in MCL § 450.1211). Search the MiBusiness Registry entity search at mibusinessregistry.lara.state.mi.us before preparing any documents. Search the MiBusiness Registry at mibusinessregistry.lara.state.mi.us to confirm the name is distinguishable; availability there does not grant trademark rights, so clear the name with the USPTO if you are building a brand. **Step 2 — Reserve your corporate name (recommended).** File a name reservation with the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division, $25 fee, good for 6 months. If you are not filing immediately, this prevents another entity from taking your name while you prepare documents. **Step 3 — Decide your director structure before opening the formation form.** Michigan requires 1 director at formation. A single founder may be the sole director and simultaneously hold all required officer positions. Decide your board size before drafting bylaws: a one-director board keeps decision-making simple, while a three-member board signals governance maturity to lenders and outside investors. Because Michigan fixes board size through the bylaws, changing it later means a bylaw amendment rather than a state filing. Write down your director names and Michigan addresses before you open the form — most state portals cannot save a partially completed filing. **Step 4 — Designate your Resident Agent.** Every Michigan corporation must have a Resident Agent with a physical Michigan street address. P.O. boxes are not accepted. Michigan calls the role a Resident Agent rather than a Registered Agent, but the function is identical. LLC Attorney can serve as your Michigan Resident Agent and forward all LARA and legal mail to your client portal. **Step 5 — Complete the Articles of Incorporation (CSCL/CD-502).** Go to michigan.gov/lara and use the current version of the Articles of Incorporation. Always file directly through the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division — outdated forms are rejected without refund. Complete it with: - Your exact corporate name including designator - Your Resident Agent — full legal name and physical Michigan street address - Your authorized share structure — keep your authorized shares at 60,000 or fewer to stay in Michigan's base $50 filing tier, since the organization fee climbs to $100 above 60,000 shares and continues scaling upward from there - Director names and addresses - Incorporator signature (the person submitting the form; need not be a director or shareholder) - The total number of authorized shares and, where applicable, the classes and series of stock (this share count directly sets your Michigan organization fee tier) **Step 6 — File the Articles of Incorporation and pay the $50 fee.** File online at mibusinessregistry.lara.state.mi.us or by mail to the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division in Lansing. Online processing is 1 to 3 business days for online filings; 2 to 4 weeks by mail under normal volume. - 24-hour service: $50 additional (total: $100) - Same-day service (submit by 1 p.m. Eastern): $100 additional (total: $150) - For urgent closings Michigan also sells 2-hour ($500) and 1-hour ($1,000) review on Form CSCL/CD-272. **Step 7 — Wait for your approved Articles of Incorporation.** Your corporation does not legally exist during the review period. You cannot open bank accounts, sign contracts as the corporation, or issue stock until the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division approves your filing. Standard processing is 1 to 3 business days for online filings; 2 to 4 weeks by mail; 4 to 6 weeks by mail during heavy-volume periods during peak filing season. Keep your approved Articles of Incorporation — every bank, licensing board, and counterparty will request it. **Step 8 — Hold your organizational meeting and adopt bylaws.** After approval, your Board of Directors must hold an organizational meeting (or sign a written consent in lieu of meeting) to adopt bylaws, elect officers, authorize the bank account, authorize stock issuance, and set the fiscal year. Michigan does not require bylaws to be filed with the Department of Licensing and Regulatory Affairs (LARA) — keep them with your corporate records. Michigan bylaws are adopted by the board or incorporators under the Business Corporation Act and govern director elections, officer duties, and meeting mechanics — Michigan law requires a president, secretary, and treasurer, so draft the officer provisions to match (MCL § 450.1531). A generic template may omit Michigan-specific provisions and may not align with your share structure. **Step 9 — Issue stock to founders.** Authorize and issue shares to founders immediately after your organizational meeting. Document the issuance in your stock ledger and issue stock certificates (or maintain uncertificated share records). Each founder's share count and issuance price must be documented. Michigan is unusual in that the formation fee itself is tied to your authorized share count: 60,000 shares or fewer costs $50, more than 60,000 jumps to $100, and the franchise-style organization fee keeps rising as you authorize more. A typical closely held Michigan corporation authorizes 60,000 shares of common stock to stay in the lowest tier while leaving ample room to issue founder and employee equity. **Step 10 — File your initial Annual Report (Profit Corporation Annual Report (CSCL/CD-2500, online)) within by May 15 of the year following incorporation.** After your Articles of Incorporation is approved, you have by May 15 of the year following incorporation to file Profit Corporation Annual Report (CSCL/CD-2500, online) with the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division. This filing confirms your Resident Agent address, principal office address, and director and officer contact information. Filing fee: $25. Missing the deadline triggers a loss of good standing and, after two consecutive missed years, automatic dissolution penalty. **Step 11 — Apply for your federal EIN.** Your corporation needs an EIN to open a bank account, hire employees, and handle tax filings. Apply at irs.gov/ein. Free, no government filing fee. Available Monday through Friday, 7 a.m. to 10 p.m. Eastern. 15-minute inactivity timeout — have all information ready before starting. International incorporators without a U.S. SSN or ITIN must apply by phone (IRS Form SS-4, 267-941-1099). **Step 12 — Open a corporate bank account.** Required documents: your approved Articles of Incorporation, your EIN confirmation letter (IRS Form CP 575 or SS-4 approval), your adopted bylaws, a board resolution authorizing the account, and personal ID of authorized signers. Call ahead — bank requirements for corporations are more involved than for LLCs. **Step 13 — Register for Michigan state taxes.** Your federal EIN does not automatically register you with Michigan state agencies. Depending on your business type: - Michigan sales and use tax (Michigan Department of Treasury (6% state sales and use tax), if you sell taxable goods or services) — [michigan.gov/treasury](https://michigan.gov/treasury) - Michigan employer payroll taxes (Michigan Unemployment Insurance Agency, if hiring Michigan employees) — [michigan.gov/uia](https://michigan.gov/uia) - Michigan Corporate Income Tax registration (Department of Treasury) — required for C-Corps with Michigan-apportioned income; register sales tax and withholding through Michigan Treasury Online **Step 14 — Pay your Michigan annual tax.** Michigan does not levy a franchise tax, so there is no minimum annual tax simply for existing as a corporation. Instead, a C-Corp pays the 6% Corporate Income Tax on its apportioned Michigan tax base, reported on Form 4891 with the Department of Treasury. If your expected annual CIT liability exceeds $800, Michigan requires quarterly estimated payments. The $25 annual report is a separate LARA filing due May 15 and is unrelated to the tax return. Pay CIT through Michigan Treasury Online (MTO) and file the report through the MiBusiness Registry. **Step 15 — Decide whether to elect S-Corp tax treatment.** C-Corporation income is taxed twice: once at the corporate level (federal rate currently 21%), and again when distributed to shareholders as dividends. An S-Corp election converts the corporation to pass-through taxation. S-Corp election is available for Michigan corporations that meet IRS eligibility: 100 or fewer shareholders, all U.S. citizens or residents, only one class of stock, and no institutional or foreign shareholders. File IRS Form 2553 within 75 days of formation. The election is made with the IRS — it does not require any Michigan filing. Michigan automatically recognizes a federal S-Corp election — there is no separate state S-Corp form to file. Once the IRS accepts Form 2553, the corporation's income flows through to shareholders, who report it on their Michigan personal returns at the flat 4.25% individual income tax rate rather than the 6% Corporate Income Tax. An S-Corp election is best suited to a profitable, closely held Michigan operating company; corporations with more than 100 shareholders, multiple stock classes, or non-resident-alien or entity owners are ineligible. **Step 16 — Set annual compliance reminders.** Michigan corporations must file and pay on a recurring basis: - Annual Report (Profit Corporation Annual Report (CSCL/CD-2500, online)): Annually by May 15, $25 fee — loss of good standing and, after two consecutive missed years, automatic dissolution if missed - Corporate Income Tax: 6% flat on the Michigan-apportioned tax base, filed annually with the Department of Treasury (estimated payments required once liability exceeds $800); plus the $25 LARA annual report by May 15 Missing these filings puts your corporation in bad standing with the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division and Michigan Department of Treasury. Suspension means you cannot file documents, defend lawsuits, or do business in Michigan. If you would rather not manage this process, the service handles Michigan corporation formation starting at $49. Ready to Launch Your Business in Michigan?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation) ### If LLC Attorney Does It for You 1. Submit your information at llcattorney.com — corporate name, director structure, authorized shares, Resident Agent preference, fiscal year, and target formation date. No forms to find or download. 2. LLC Attorney files your Articles of Incorporation with the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division, drafts your bylaws, handles your organizational meeting consent, issues your stock ledger documentation, applies for your EIN, and covers same-day filing if needed. Your Resident Agent designation and initial Annual Report are included. 3. Receive your approved Articles of Incorporation, bylaws, organizational consent, stock documentation, and EIN confirmation through your LLC Attorney client portal. Annual compliance reminders are included so you never miss a Profit Corporation Annual Report (CSCL/CD-2500, online) deadline or annual tax payment. ## S-Corp Election for Michigan Corporations — What You Need to Know An S-Corp election is not a separate entity — it is a federal tax election made by an existing corporation. Your Michigan corporation remains a Michigan corporation; you are only changing how the IRS taxes it. **The S-Corp tax advantage:** a C-Corp pays 21% federal corporate income tax on net income, and shareholders pay income tax again on dividends. An S-Corp passes income directly to shareholders' personal returns, skipping the corporate-level tax. For owner-operated businesses with consistent profitability above roughly $40,000/year, the S-Corp election typically produces material tax savings. **S-Corp payroll requirement:** if you elect S-Corp status and work in the business, you must pay yourself a "reasonable salary" subject to payroll taxes. The savings come from income above that salary, which passes through without payroll tax. Skip the salary and the IRS can reclassify your distributions as wages and assess back payroll taxes plus penalties. Eligibility requirements: - 100 or fewer shareholders - All shareholders must be U.S. citizens or permanent residents - Only one class of stock (identical distribution and liquidation rights) - No institutional shareholders, partnerships, or non-resident alien shareholders **Michigan treatment of S-Corps:** Michigan automatically recognizes a federal S-Corp election — there is no separate state S-Corp form to file. Once the IRS accepts Form 2553, the corporation's income flows through to shareholders, who report it on their Michigan personal returns at the flat 4.25% individual income tax rate rather than the 6% Corporate Income Tax. An S-Corp election is best suited to a profitable, closely held Michigan operating company; corporations with more than 100 shareholders, multiple stock classes, or non-resident-alien or entity owners are ineligible. **Filing deadline:** IRS Form 2553 must be filed within 75 days of formation, or by March 15 of the tax year for which you want the election effective. Late elections are sometimes accepted with a written explanation of reasonable cause. ## When Should You Consult an Attorney for Your Michigan Corporation? LLC Attorney provides on-demand attorney consultations for a flat rate per 30-minute session — no retainer required. Corporation formation benefits from attorney guidance more than most entity types because of share structure, bylaw complexity, and S-Corp election timing. Common scenarios: - **Multiple founders or investors:** share structure decisions made at formation (authorized shares, classes, par value) affect every future financing round and exit. A misstructured cap table is expensive to unwind. - **S-Corp election analysis:** whether to elect depends on projected net income, payroll requirements, and state-level S-Corp recognition. The payroll requirement catches founders off guard. - **High-liability industry:** regulated industries may have specific corporate structure requirements from licensing boards or insurance carriers. - **Raising capital:** if you plan to raise institutional capital, your share structure, option pool, and Delaware vs. home-state decision should be reviewed before you file. - **Michigan-specific wrinkles:** Michigan may have corporate law provisions a generic national template does not cover correctly. ## What You Actually Get When You Incorporate in Michigan with LLC Attorney A Michigan corporation that exists only on LARA's database is not a working corporation. The state filing creates the legal entity, but it does not produce the bylaws, organizational board consents, or stock ledger that make the corporation operate and keep its liability shield intact. A "$0 filing" that omits those is not free — it is incomplete, and an incomplete Michigan C-Corp is exactly what stalls a bank loan or an investor's diligence. Included with LLC Attorney corporation formation, starting at $50: - Same-day or 24-hour Michigan filing at no markup on the state fee. Most services charge extra to expedite. - Attorney-drafted bylaws, initial board consent, and organizational minutes — customized, not auto-generated templates. - Initial stock issuance and cap-table setup, so your ownership is documented correctly from day one. - Federal EIN, obtained for you. - Michigan Resident Agent service at $125/year, included to keep you in good standing. - S-Corp election guidance when pass-through tax treatment is the right call for your situation. - Access to attorney-trained Business Success Advisors at no charge, plus optional flat-fee attorney consultations (no retainer). Because Michigan keeps formation cheap but spreads the rules across LARA, the Department of Treasury, and a separate May 15 report deadline, the value is in getting every piece filed correctly the first time — the bylaws, board consents, stock records, and compliance calendar are all included here. ## Starting Your Michigan Corporation with LLC Attorney Michigan's corporate formation requirements are straightforward but have a few Michigan-specific quirks — the LARA filing portal instead of a Secretary of State, the share-count-based organization fee, and the May 15 annual report deadline. Getting your directors, share structure, bylaws, and initial compliance filings right at formation prevents expensive corrections later. The service handles Michigan corporation formation starting at $49. Same-day filing is available at no markup on state fees. On-demand attorney consultations in 30-minute increments — no retainer — cover bylaws drafting, S-Corp election analysis, authorized-share planning to control the Michigan organization fee and S-Corp eligibility review, and annual tax planning. See our [full pricing](/pricing) for all service tiers. Ready to Launch Your Business in Michigan?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation) ## Frequently Asked Questions How long does it take to form a corporation in Michigan? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Online Michigan corporate filings through the MiBusiness Registry typically process in 1 to 3 business days, while mailed filings take 2 to 4 weeks and can stretch to 4 to 6 weeks during heavy-volume periods. Michigan sells expedited review: 24-hour for an extra $50 (total $100), same-day for an extra $100 (total $150) if submitted by 1 p.m. Eastern, and 2-hour ($500) or 1-hour ($1,000) tiers for urgent closings. LLC Attorney files online to hit your formation date and passes the state expedite fee through at cost. What is the difference between a C-Corp and an S-Corp in Michigan? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) A C-Corp and an S-Corp are the same Michigan corporation — the difference is federal tax treatment only. A C-Corp pays corporate income tax at the entity level (21% federal rate), and shareholders pay personal income tax again on dividends. An S-Corp elects pass-through taxation — income flows to shareholders' personal returns without corporate-level tax. The election is made with the IRS via Form 2553 and has no impact on your Michigan formation documents. Because Michigan honors the federal S-election automatically, the analysis is purely federal eligibility and reasonable-compensation planning rather than a state filing. Can a single person form a corporation in Michigan? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. Michigan permits one person to form and operate a corporation, serving as the sole director and holding every required office (president, secretary, and treasurer). The Business Corporation Act expressly allows one individual to hold two or more offices (MCL § 450.1531). You still must observe corporate formalities — adopt bylaws, hold and document an organizational meeting, issue stock, and keep corporate and personal funds separate — to preserve the liability shield. What taxes does a Michigan corporation have to pay? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) A Michigan C-Corporation pays the state Corporate Income Tax (CIT) at a flat 6% on the portion of its income apportioned to Michigan, filed with the Department of Treasury. There is no Michigan franchise tax or net-worth tax — the former Michigan Business Tax was repealed in 2011. Quarterly estimated payments are required if CIT liability exceeds $800 for the year. Separately, the corporation owes a $25 LARA annual report by May 15. At the federal level a C-Corp pays the 21% corporate income tax unless it elects S-Corp treatment. What is the Annual Report and when is it due? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Michigan profit corporations file an annual report with LARA's Corporations Division by May 15 each year, beginning the year after incorporation. The fee is $25, filed online through the MiBusiness Registry. Unlike the Michigan LLC Annual Statement (due February 15), the corporate report carries a separate May 15 deadline, so do not confuse the two if you also own an LLC. A corporation that fails to file for two consecutive years is automatically dissolved by operation of law and must be restored before it can transact business. Does a Michigan corporation need bylaws? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Michigan does not require corporations to file bylaws with the Department of Licensing and Regulatory Affairs (LARA). However, bylaws are a legal requirement for corporate governance — they define how your board operates, how shareholder meetings work, how officers are appointed, and how major decisions are made. A corporation without bylaws is technically non-compliant and lacks the foundational document that governs all major corporate decisions. Every bank, investor, and serious counterparty will request your bylaws. What happens if I miss the annual tax deadline? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Michigan has no franchise tax, so there is no late franchise-tax penalty. The corporate exposures are the $25 LARA annual report and the Corporate Income Tax return. Missing the May 15 report puts the corporation out of good standing, and failing to file the report for two consecutive years results in automatic dissolution. Late or unpaid Corporate Income Tax is assessed penalties and interest by the Department of Treasury, separate from the LARA standing consequences. Can I change my Michigan corporation to an LLC later? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. Michigan allows a corporation to convert to an LLC by filing a Certificate of Conversion together with the LLC's Articles of Organization with LARA. Conversion is a taxable event for federal purposes and can trigger gain recognition, so model the tax consequences with a CPA before filing. For some corporations a clean dissolution and re-formation is simpler depending on assets and basis. Confirm the most tax-efficient path before you convert. What happens if my Resident Agent cannot be reached? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) If Michigan is unable to deliver legal notices to your Resident Agent, the state can administratively automatically dissolve your corporation. This can happen without direct notice to you. A professional Resident Agent service ensures a qualified person is available during business hours at a physical Michigan address to receive any legal documents on your behalf. ## Learn More About Michigan - [Michigan LLC Formation](/states/mi/llc-formation-michigan) - [Michigan Registered Agent](/states/mi/registered-agent-michigan) - [Michigan EIN Number](/states/mi/ein-number-michigan) - [Michigan Holding Company](/states/mi/holding-company-michigan)