Michigan Limited Liability Company Filing Information

by Joseph Scrofano

Michigan, like most states, allows business owners to create limited liability companies, or LLCs. LLCs are business entities that combine the tax benefits of partnerships with the liability protections of a corporation. This type of company also provides flexibility in management styles. To create and maintain an LLC in Michigan, business owners must file certain documents with the Corporation Division of the Michigan Department of Labor & Economic Growth, Bureau of Commercial Services, and pay the appropriate filing fees.

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Articles of Organization

To form a Michigan LLC, organizers must file articles of organization with the Corporation Division. The articles of organization must contain the business name, the LLC’s purpose, how long the LLC will operate -- if not in perpetuity, the name and address of the registered agent, and the name and address of the preparer of the articles. The company's name must contain “LLC” or “LC” and be different from any other business name registered in Michigan. The registered agent is the person or company that can accept important legal notices for the LLC. Finally, Michigan law does not require that members sign the articles so long as the non-member organizer does.

Annual Statement and Report

Prior to February 15 each year, an LLC must file an Annual Statement and Report with the Corporation Division. LLCs formed after September 30 of the previous year are not required to file this document until the year after the first February 15th. The Annual Statement and Report must contain the names and addresses of all managers and members. Professional limited liability companies, such as accounting and law firms, and doctor’s offices, must include a certification with the Annual Statement and Report stating that all LLC members have the appropriate professional licenses. The LLC must pay the appropriate filing fee.

Record Changes

At all times, an LLC in Michigan must have a registered agent with an office in the state. All important correspondence with the state is mailed to that registered agent, and legal documents are served at the agent's address. If the LLC changes registered agents, then it must notify the Corporation Division with a Certificate of Change of Registered Office and/or Resident Agent.

Filing Fees

As of 2010, LLC organizers must pay a $50 nonrefundable filing fee for articles of organization. The Corporation Division accepts checks and money orders. Each year for the Annual Statement and Report, the LLC must pay a $25 fee. Professional LLCs must pay a $75 annual fee, and for Annual Statements and Reports filed after the deadline, members must pay a $50 penalty. To file a Certificate of Change of Registered Office and/or Registered agent, the fee is $5.