Steps to Form a Michigan LLC

by Joe Stone

A Michigan LLC is a business entity formed when an individual -- called an organizer -- files articles of organization with the Bureau of Commercial Services, Corporation Division of the Michigan Department of Energy, Labor & Economic Growth (DELEG). The organizer can also be an owner of the LLC -- called a member -- but does not need to be. You can act as the organizer of your own LLC or hire a company that provides the services of an LLC organizer.

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Check Name Availability

Before filing articles of organization, it is good practice to check the availability of the name for your LLC. If you skip this step, you can increase the chances that your filing will be rejected by DELEG, and you may need to start the process over. Michigan LLC law requires that the name for your LLC be readily distinguishable from all other business names -- including corporations, limited partnerships and other LLCs -- that are on record with DELEG. You can check the availability of a name using the “Michigan Corporation Division Name Availability Search” on the DELEG website.

Prepare Articles of Organization

Michigan LLC law requires that the articles of organization for your LLC include the following minimum information: name; principal business address; a description of the LLC’s purpose; the organizer’s name and address; and the name and address for the LLC’s registered agent for service of process, that is, the person or company that consents to accept legal notices -- such as notification of a lawsuit -- for your LLC; a statement whether the LLC is to be managed by all members or a manager or managers; and the maximum duration of the LLC, unless it is to be perpetual. A preprinted form with these minimum requirements can be downloaded with instructions from the DELEG website.

File Articles of Organization

The articles of organization must be signed and dated by the organizer prior to filing with DELEG, which can be done by mail or in person at the addresses specified on the instructions downloaded with the form. A filing fee must accompany the articles of organization, which is $50 as of December 2010. DELEG also permits filing the articles of organization via fax using its “MICH-ELF” service in which the faxed articles are received electronically into DELEG’s computer. Using this method of filing requires first applying to DELEG for a MICH-ELF user account.

Annual Statement

For your LLC to stay in good standing, you must file an annual statement by February 15 of the year after it was formed and every year it continues in existence. For LLCs formed after September 30, the first annual statement is not due until the second February 15 following formation. The annual statement can be submitted by mail using the preprinted form mailed by DELEG each year to every LLC. DELEG also offers an online filing option called “FILEOnline”; however, the annual statement cannot be filed via fax. As of December 2010, the annual statement filing requires a $50 fee.