There are a number of reasons why a Michigan nonprofit can become inactive. Occasionally, a nonprofit can experience changes in management and operations that result in a cessation of services. During this time, there may be no one available to keep up with annual state filing requirements. Michigan requires every corporation to file an annual report with the Department of Licensing and Regulatory Affairs and to pay annual taxes and fees. If the nonprofit fails to comply with annual filing requirements, the state will deactivate the nonprofit's file, essentially revoking its authority to conduct affairs in the state. To reactivate or renew its registration, a nonprofit must file a certificate of renewal; it must also file its missing annual reports and pay any delinquent taxes or fees, as appropriate.
Authorize the reactivation of the nonprofit. Michigan law requires the board of directors to consent to the reactivation of the organization by majority vote. Call a meeting of the board of directors. Discuss the matter, and record the vote in the meeting minutes. If the board of directors has dissolved and you cannot get in contact with a majority of the directors who were empaneled as of the nonprofit's last day of operations, replace the board members with new members according to the provisions of the nonprofit's bylaws. Michigan law requires nonprofits to have at least three board members.
Complete a certificate of renewal. Download a fill-in-the-blanks template from the corporation forms page of the Bureau of Commercial Services section of the Department of Licensing and Regulatory Affairs website. Fill out the sections that pertain to the renewal of corporate existence for nonprofit corporations. The form requires the nonprofit's name, its bureau registration number, the date of the director's meeting that approved reactivation, and the signature of the president or vice president of the board or executive director or associate executive director, attesting to the fact that the reactivation was approved by the requisite majority vote.
File the form with the Bureau of Commercial Services with the appropriate fee. You can submit the form by mail or in person. You can also use the website's electronic filing system to upload the document and pay online. Make checks payable to the State of Michigan.
File annual reports and pay fines and fees for the last five years if the nonprofit was automatically dissolved because of noncompliance with state filing requirements. If the nonprofit has filed annual reports for some of the last five years, it only has to file the reports that are missing. You must include the filing fee for every report and a per report penalty. If you email or call the Bureau of Commercial Services, they will produce for you pre-printed reports for the missing years, along with a computation of money owed. You can also look up the nonprofit's name in the state's business entity database on the website to research the missing years. If the nonprofit has been inactive for more than five years, call the bureau to determine which reports need to be filed to bring the organization current. The nonprofit is automatically reactivated once the reports and payments have been received.