A limited liability company (LLC) is a business structure that is created and regulated by state, not federal, law. Therefore, Michigan has a unique set of rules regulating the creation and management of LLCs in the state. An LLC will not be legally recognized in the state of Michigan without following the laws that stipulate how to start and manage a Michigan LLC, including filing specific documentation with the state government.
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To form an LLC in Michigan, you must fill out and file an Articles of Organization form provided by the Department of Labor and Economic Growth. The articles of organization state the business name and address, registered agent, purpose and duration of business. The business name must not include the words "incorporated," "corporation" or any abbreviation of the two, and it must not be a duplicate of another business name in Michigan. If the LLC will be managed by a person or persons other than members (owners) of the LLC, an addendum must be added in Article V of the form noting this managerial choice.
Once the articles of organization are filed and approved, the LLC is a legal entity in the state of Michigan. However, the LLC cannot open a bank account or hire employees until the members or managers apply for an employee identification number (EIN) from the Internal Revenue Service on behalf of the LLC. In addition, Michigan LLCs with employees must register for Michigan business taxes; LLCs with three or more employees who work more than 35 hours a week must also carry workers' compensation insurance.
An operating agreement among the members is not required in Michigan; however, an operating agreement can supersede the laws regulating an LLC in Michigan, so many LLCs choose to create one. If an operating agreement is created, the company is required to keep copies of the agreement. LLCs must file an annual statement by February 15 of each year unless the LLC was formed after September 30 of the previous year, in which case the LLC has until the following February 15 to file. Original signatures are not required. Michigan law also requires that an LLC maintain other paperwork at the principal place of business, including an up-to-date list of all members and managers, a copy of the articles of organization and any amendments to the articles, copies of the company's tax returns and financial statements for the past three years, and any other records that illustrate how the relative shares of the company and the members' voting rights are distributed.
There are a variety of places to file your forms and pay fees. Articles of organization can be filed with the Michigan Department of Labor & Economic Growth, Bureau of Commercial Services, Corporation Division. The department also supplies Articles of Organization forms. The filing fee is $50 as of 2010. The application form for the EIN is available from the IRS website; the application process is free. An online form is available to register for Michigan business taxes at www.michigan.gov. Finally, the annual statement can be filed online at the Department of Energy, Labor and Economic Growth's website; the filing fee is $25 as of 2010.
References & Resources
- Michigan State Statutes: Section 450.4213
- Northwest Registered Agent: Michigan Annual Report
- Citizen Media Law Project: Forming an LLC in Michigan
- Department of Energy, Labor & Economic Growth: File Online
- IRS: Apply for an EIN
- Michigan Articles of Organization Form
- Department of Treasury: Michigan Business Tax