Form a Michigan LLC: Articles of Organization and Annual Statement

Michigan's filing agency, terms and annual statement

Michigan business entity filings go to the Department of Licensing and Regulatory Affairs, through its Corporations, Securities & Commercial Licensing Bureau, Corporations Division.

The Michigan Limited Liability Company Act, 1993 PA 23, MCL 450.4101 to 450.5200, does not use the phrase "registered agent." MCL 450.4207(1) requires each domestic LLC to "have and continuously maintain in this state" a registered office and a resident agent.

The recurring filing is an Annual Statement tied to a fixed February 15 date, and its fee is scheduled to fall. MCL 450.5101(1)(g) sets it at "$15.00 if paid after September 30, 2027" and provides that "Through September 30, 2027, the fee is $25.00."

Missing that statement does not end the company. MCL 450.4207a(3) makes a delinquent LLC "not in good standing," then states that it "remains in existence and may continue to transact business in this state."

Filing the Articles of Organization

MCL 450.4202(1) lets "One or more persons, who may or may not become members" organize a company by filing executed articles of organization, on Form CSCL/CD-700. The fee is $50.00 under MCL 450.5101(1)(b), the same by mail, in person or online, and no part of it is refundable under MCL 450.5101(3).

MCL 450.4203(1) lists the required contents: the name; the purposes; the street address, and mailing address if different, of the initial registered office with the name of the initial resident agent there; a statement of manager management if that applies; and the maximum duration, if other than perpetual. That list is complete: neither members nor managers are named on the form. Organizers sign, and MCL 450.4103(1) requires their names beneath or opposite the signatures.

An all-purpose clause satisfies the purpose requirement. MCL 450.4203(1)(b) makes it sufficient to state that the company may engage in any activity for which limited liability companies may be formed under the act, and Form CSCL/CD-700 pre-prints that sentence. Under MCL 450.4401, unless the articles state that managers run the business, the members manage it. Existence begins on the effective date of the articles under MCL 450.4202(2), which MCL 450.4104(6) fixes at endorsement unless the document sets a later time no more than 90 days after delivery.

Where the document goes

Online filing runs through the MiBusiness Registry Portal at www.michigan.gov/corpfileonline, live since June 23, 2025, and signing in takes a MiLogin for Business account. Mail goes to the Corporations Division at P.O. Box 30054, Lansing, MI 48909, with a check or money order payable to the State of Michigan, and documents may be filed in person by appointment at 2407 N Grand River Ave, Lansing. Annual statements are no longer accepted on paper.

Expedited service

MCL 450.4104(8) writes six expedited tiers into the statute, each charged on top of the filing fee: $1,000.00 for one hour and $500.00 for two hour same day service, $100.00 for same day and $50.00 for 24 hour service on a formation document, and $200.00 same day or $100.00 in 24 hours for a document of an existing entity. Form CSCL/CD-272 gives the receipt deadlines as 4:00 PM for the one hour tier, 3:00 PM for two hour and 1:00 PM for both same day levels; the 24 hour rows carry no deadline.

On its Restore my LLC page the division states that "Review times can take up to 10 business days for non-expedited submissions," and that current review times are available by viewing the processed through date on the Business Entity Search.

Naming the company

MCL 450.4204(1) requires the name to "contain the words 'limited liability company', or the abbreviation 'L.L.C.' or 'L.C.', with or without periods or other punctuation." A low-profit limited liability company instead uses "low-profit limited liability company" or the abbreviation "L.3.C." under MCL 450.4204(2). MCL 450.4204(3)(b) bars "corporation," "incorporated," "corp." and "inc." from an LLC name, and MCL 450.4204(3)(c) requires the name to be distinguishable in the administrator's records from Michigan and authorized foreign LLCs in good standing, corporations under the Business Corporation Act and the Nonprofit Corporation Act, names reserved, registered or assumed under those acts, and limited partnerships. MCL 450.4204(5) adds that compliance "does not create substantive rights to the use of the name."

Names are checked on Business Entity Search at www.michigan.gov/corpentitysearch. Reservation uses Form CSCL/CD-540 at $25.00, and MCL 450.4205(1) reserves an available name "for a period expiring at the end of the sixth full calendar month following the month in which the application was filed." A company trading under any other name files a Certificate of Assumed Name, Form CSCL/CD-541, also $25.00, which MCL 450.4206(2) runs to December 31 of the fifth full calendar year after the year of filing.

Registered office and resident agent

MCL 450.4207(1)(b) limits the resident agent to an individual resident in Michigan whose business office or residence is identical with the registered office, or to a corporation or LLC, domestic or authorized to do business here, with a business office at that address. LARA states that "The resident agent address must be in Michigan."

Article IV of Form CSCL/CD-700 collects only the agent's name and the registered office street and mailing addresses. The form carries no consent block or signature line for the agent. Changes use Form CSCL/CD-520 at $5.00, and an agent resigns on Form CSCL/CD-521 at $5.00, after which MCL 450.4208 ends the appointment 30 days later and requires the company to "promptly appoint a successor resident agent." Where no agent can be found, MCL 450.4207(4) allows service on the administrator, and LARA charges no fee to serve an LLC that way. More sits in the Michigan resident agent guide.

The Annual Statement

MCL 450.4207(3) requires every domestic and authorized foreign LLC to file an annual statement "containing the name of its resident agent and the address of its registered office in this state," not later than February 15 of each year. A company formed or authorized after September 30 "need not file a statement on the February 15 immediately succeeding its formation or authorization."

Filing is online only through the MiBusiness Registry Portal, and LARA states that "Online filing for begins October 15."

No late penalty for an LLC annual statement appears in MCL 450.5101(1)(g), in MCL 450.4207a, or in LARA's annual filing fee block, which shows "LIMITED LIABILITY COMPANIES Fee: $25.00" with no penalty line while attaching a $50.00 penalty to professional limited liability companies received after February 15.

The consequence runs through MCL 450.4207a instead. After two consecutive years without a statement the administrator notifies the company, and if the missed statements and fees are not filed within 60 days of that notice the company is not in good standing: it cannot obtain a certificate of good standing, its name becomes available to another entity, and the administrator will accept no document from it other than a certificate of restoration. Restoration costs $50.00 plus $25.00 for each unfiled statement, and the current year's statement and fee as well if it is received on or after February 15.

Professional limited liability companies

LARA names the professions that must organize as a professional service limited liability company: "dentists, osteopathic physicians, physicians, surgeons, doctors of divinity or other clergy and attorneys at law." They file Form CSCL/CD-701 at $50.00 rather than Form CSCL/CD-700. MCL 450.4909(1) then requires an annual report "In addition to the annual statement required in section 207(3)," with a $50.00 fee, and MCL 450.4909(2) sets the same February 15 date with a $50.00 penalty if the report is late.

Veteran fee waivers

MCL 450.5101(7) requires the administrator to waive the fee "for filing initial articles of organization if a majority of the initial membership interests in the domestic limited liability company will be held by veterans," on a signed affidavit with copies of form DD214 or DD215. MCL 450.5101(9) reaches later filings, waiving "any fee otherwise required under this section" where a majority of the membership interests responsible for paying it are held by veterans. LARA applies that to annual statements, and notes that on PLLC annual reports and statements "the waiver is only for the $75.00 filing fee and is not applicable to the $50.00 late filing penalty fee."

State taxes

The individual income tax rate for the 2026 tax year is 4.25%. Treasury's Corporate Income Tax reaches "C corporations and taxpayers taxed as corporations federally" at 6%, so an LLC's federal classification decides whether it applies; taxpayers with less than $350,000 in allocated or apportioned gross receipts, or $100 or less in annual liability, are not required to file or pay it.

Michigan also offers an elective flow-through entity tax. Treasury states that LLCs filing federal returns as partnerships may elect it, while entities disregarded federally, such as single member LLCs, and LLCs filing federally as corporations are precluded. For calendar year filers the annual return and remaining tax are due March 31.

Sales tax is 6% on taxable retail sales, and Treasury states that "Michigan does not allow city or local units to impose sales tax." Registration runs through Michigan Treasury Online, where "If the business has a federal Employer Identification Number (EIN), the EIN will also be the Treasury business account number." The Michigan LLC tax guide goes further.

Licensing is handled elsewhere

Forming the company does not license it. The Corporations Division states that it "does not license businesses" and that filing the formation documents "establishes the legal existence of a business, but it does not authorize the business to provide specific services." The Michigan Business Roadmap points new businesses to the Bureau of Professional Licensing, to the State License Search, and to county and local government offices.

EIN and operating agreement

An EIN comes from the IRS, and the Michigan Business Roadmap tells new businesses to wait for the Corporations Division's approval before applying, adding that "EINs should not be provided to the Corporations Division." The EIN guide covers the application.

Michigan's statute treats the operating agreement as a written document and keeps it out of the state's hands. MCL 450.4102(r) defines it as "a written agreement by the member of a limited liability company that has 1 member, or between all of the members of a limited liability company that has more than 1 member." It is not among the MCL 450.4203(1) required contents, and MCL 450.4213 keeps copies with the company's own records. MCL 450.4214 provides that where the two conflict "the articles of organization shall control," and MCL 450.4215 states that a one member agreement "is not unenforceable because only 1 person is a party." See the operating agreement guide.

Other filings

A foreign LLC registering in Michigan pays $50.00 for the certificate of authority. Dissolving a Michigan LLC costs $10.00 for the certificate of dissolution, MCL 450.4808(2) requires tax returns filed and tax obligations paid before assets are distributed, and the division tells dissolving companies to "Request a tax clearance from the Michigan Department of Treasury within 60 days of filing."

Frequently asked questions

What does it cost to file Michigan Articles of Organization?

MCL 450.5101(1)(b) sets the fee for articles of organization at $50.00, and the same amount applies by mail, in person or online. MCL 450.5101(3) provides that the administrator shall not refund all or any part of the fee.

When is the Michigan LLC Annual Statement due?

MCL 450.4207(3) requires the Annual Statement not later than February 15 of each year. The fee is $25.00 through September 30, 2027 under MCL 450.5101(1)(g). A company formed after September 30 need not file on the February 15 immediately following its formation.

What happens if a Michigan LLC does not file its Annual Statement?

After two consecutive missed years the administrator notifies the company, and if the missed statements and fees are not filed within 60 days of that notice the LLC is not in good standing under MCL 450.4207a(3). The same subsection states that the company remains in existence and may continue to transact business in this state.

Does Michigan use the term registered agent?

The Michigan Limited Liability Company Act uses registered office and resident agent instead. MCL 450.4207(1) requires every domestic LLC to have and continuously maintain both in this state, and LARA states that the resident agent address must be in Michigan.

How does Michigan expedited filing work for an LLC?

MCL 450.4104(8) sets six tiers, from $50.00 for 24 hour service on a formation document to $1,000.00 for one hour service, each in addition to the filing fee. Form CSCL/CD-272 gives receipt deadlines of 4:00 PM for the one hour tier, 3:00 PM for two hour and 1:00 PM for same day service.

Can a veteran-owned Michigan LLC have the filing fee waived?

MCL 450.5101(7) requires the administrator to waive the fee for filing initial articles of organization if a majority of the initial membership interests will be held by veterans. MCL 450.5101(8) requires a signed affidavit and copies of form DD214 or DD215 for each veteran who will be an initial member.