Under Michigan law, all limited liability companies must register with the Michigan Department of Energy, Labor and Economic Growth, or DELEG, in order to conduct extensive business within Michigan. Registering an LLC with the DELEG involves filing a document, called an Articles of Organization, which becomes a public record. To dissolve a Michigan LLC, you must file a document, called a Certificate of Dissolution, to amend the public record about your company. You must also obtain a Tax Clearance Certificate from the Michigan Treasury.
Meet the requirements for dissolution. Under Michigan law, an LLC may dissolve under two circumstances: a unanimous vote among the owners of an LLC or the occurrence of an event that you have listed in the LLC’s Articles of Organization or operating agreement.
Download the Certificate of Dissolution form from the DELEG website. The DELEG will only accept a Certificate of Dissolution filed on their form.
Fill out the Certificate of Dissolution. Provide the name of your LLC and its DELEG identification number. Indicate whether the LLC is being dissolved pursuant to a unanimous vote or the occurrence of an event specified in the LLC’s operating agreement or Articles of Organization. If you wish, provide a date to dissolve your company other than the filing date. Sign and date the Certificate of Dissolution.
File the Certificate of Dissolution. As of 2010, the filing fee is $10. If your company has a Michigan Electronic Filing System account, complete a MICH-ELF Cover Sheet and fax your Certificate of Dissolution to 517-636-6437. If your company does not have a Michigan Electronic Filing System account, you must file by mail or in person. If you are filing by mail, you must pay by check made payable to the State of Michigan. If filing in person, you may pay by check or credit card.
File a Tax Clearance Request from the Michigan Treasury Department within 60 days of the acceptance of your Certificate of Dissolution. The form for a Tax Clearance Request can be downloaded from the Michigan Treasury Department. Provide both your federal and state tax identification number and the name and address of your business. Indicate the date when your company ceased business operations in Michigan, the date of your last payroll payments and the information about when and where your company was incorporated. Indicate that your company is dissolving, whether or not it is a non-profit and whether it is undergoing a 12-month liquidation. Indicate whether another company is continuing the business operations of your company. Sign and date the Tax Clearance Request, and attach a copy of your company’s final tax returns and proof of payment.