How to Incorporate in Michigan
If you’re looking to incorporate in Michigan, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.
| Paperwork | Cost | Time |
|---|---|---|
|
|
|
-
Choose a Corporate Structure
Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Michigan".
Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Michigan".
C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).
-
Check Name Availability
The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Name Search: Michigan Department of Licensing and Regulatory Affairs (LARA) - Bureau of Corporations, Securities & Commercial Licensing - Corporations Division Name Reservation: Optional Suffix Requirements: Except as provided in chapter 2A for a professional corporation, the corporate name of a domestic corporation shall contain the word "corporation", "company", "incorporated", or "limited" or shall contain 1 of the following abbreviations: corp., co., inc., or ltd., with or without periods.
284 MCL §450.1211 -
Appoint a Registered Agent
Before you officially file to create your Michigan LLC, you will need to decide who your Michigan registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.
State law requires every LLC to have a registered agent. The registered agent is designated when you file Michigan articles of organization with the Michigan Department of Licensing and Regulatory Affairs (LARA) - Bureau of Corporations, Securities & Commercial Licensing - Corporations Division.
Our reliable registered agent service fulfills this requirement. You get:
- Same-day documents from our local office in Okemos
- Immediate online access to state forms with our address and, where required, our signature
- Annual fees from $89 to $99 per state with no additional charges
-
File Michigan Articles of Incorporation
File the articles of incorporation to create your corporation.
Agency: Michigan Department of Licensing and Regulatory Affairs (LARA) - Bureau of Corporations, Securities & Commercial Licensing - Corporations Division Form: Instructions: Filing Method: Mail, in person or online. MICH-ELF filers may file by fax or e-mail.
Agency Fee: $60 for up to 60,000 authorized shares + optional $50-1,000 expedite service
Turnaround: ~5-7 business days with returned documents in ~4 weeks when filing by mail or in-person. ~2 business days filing through MICH-ELF fax. ~24 hours for $50. Same day for $100. 2 hours for $500. 1 hour for $1,000. See Expedited Service Request
Law: Notes: Submit one original of this document. Upon filing, the document will be added to the records of the Corporations Bureau. The original will be returned to your registered office address, unless you specify otherwise.
-
Establish Bylaws & Corporate Records
Your corporation must keep correct and complete books and records.
Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).
Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:
- Meeting minutes
- Shareholder resolutions
- EIN verification letter
- Amendments and other filings made to the corporation over its lifetime
Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.
-
Appoint Initial Directors
The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.
-
Hold Organizational Meeting
Hold the organizational meeting of the incorporators or initial directors in compliance with 284 MCL §450.1223. On or after the filing date of the articles any member of the board may call the first meeting of the board upon not less than 3 days notice by mail to each director. Keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Directors Officers - Number: One or more required.
- Qualifications: None.
- Quorum: Majority of the directors, unless otherwise fixed in the bylaws or articles of incorporation.
- President, Secretary, and Treasurer required. One person can be any two of these.
-
Issue Stock Certificates
The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Shareholders Annual Shareholder Meeting - Qualifications: N/A
- Stock Certificate: Optional, but shareholder must receive a writing with the same information.
- Voting Trusts Allowed: Yes.
- Required: Yes.
- Action by written consent: Allowed if provided for in the articles of incorporation.
-
Get a Federal Employer Identification Number (EIN)
Your corporation must obtain an EIN regardless of whether it will hire employees.
Submit to: Internal Revenue Service
http://www.irs.gov/Form: IRS Form SS-4 Guidance: IRS Pub 1635: Understanding Your EIN Filing Method: Mail, phone, fax, or apply online with the IRS Fee: $0 Turnaround: Immediately online Notes: The IRS website is only available during certain hours. Print your EIN before closing your session. -
Get Michigan State Tax Identification Numbers/Accounts
Register with the Department of Treasury for Sales Tax, Use Tax, Income Tax Withholding, Corporate Income Tax, Flow Through Withholding, Unemployment Insurance Tax.
Agency: Michigan Department of Treasury Form: Form 518: Registration for Business Taxes Filing Method: Mail, fax, or online Agency Fee: $0 Turnaround: 6+ weeks Notes: Mail your application at least six weeks but not more than six months, before you intend to start your business to allow your registration to be processed. The treasury will forward your application to Unemployment Insurance Agency (UIA).
-
Consider Electing S-Corp Taxation
By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:
- C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
- S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
-
Obtain Business Licenses & Permits
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
Michigan Business License
Not required
General Business License licensure is not required on the State level in Michigan.
Michigan does not have a general business license at the state level, but local licenses are often required.
-
Ongoing Filings to Maintain Your Corporation
You must file federal and state tax returns.
Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for corporations formed in Michigan, view the table below.
Michigan Corporation Annual Report Requirements:
Agency: Michigan Department of Licensing and Regulatory Affairs (LARA) - Bureau of Corporations, Securities & Commercial Licensing - Corporations Division Form: Pre-printed form is mailed to your registered agent.
Filing Method: Mail, in-person, or online.
Agency Fee: $25
Due: Annually by May 15.
Law: Michigan Code § 450.1911
Penalties: $10/month, maximum $50 late fee.
Notes: - Anyone with authority may file.
- Original signatures are not required.
- If you file online, the filed report will appear on the website in ~1 hour.
- Veteran-owned corporations can request a waiver of the annual report fee by following the instructions on this page.
For more details, see our Michigan annual report information center page.
You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your Michigan corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.
Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.
