If you’re considering forming a limited liability company (LLC) in Michigan, you’re probably wondering what paperwork the state requires. For example, do you need Articles of Organization for a Michigan LLC? That’s one of the common questions we field here at CorpNet—for Michigan and the other 49 states in the U.S.
Articles of Organization – Michigan: Does Your LLC Need Them?
The answer is yes. In the state of Michigan, an LLC must file an Articles of Organization form with the Corporations, Securities & Commercial Licensing Bureau of the Michigan Department of Licensing and Regulatory Affairs. The Bureau will then assign your business a six-digit file number, which you should use when submitting subsequent filings and documentation to the state.
Among the information requested on an Articles of Organization for a Michigan LLC is:
- The name of your LLC
- Description of the business activity your LLC is being formed to engage in
- Name and address of your registered agent
Along with the completed form, the state also requires a $50 filing fee. You can submit the paperwork and payment in person or by snail mail. You can also use services like CorpNet to form a Michigan LLC right online.
The form is rather straightforward, but if you want to be doubly sure it’s filled in correctly and sent to the state promptly, contact CorpNet to handle it for you.
What Other Startup Tasks Does a Michigan LLC Need to Tackle?
As a business entity that is separate from its members (owners), a Michigan LLC limits the personal liability of its owners to the financial contribution made by those individuals. Therefore, owners’ personal assets will typically not be at risk in the event of a lawsuit against your company or if your business is unable to pay its debts. With that protection and peace of mind, comes the responsibility to follow all the necessary steps in establishing and maintaining your business.
For example, in addition to filing your Articles of Organization, you will need to take care of other critical startup tasks to get your business off the ground.
Michigan LLC Checklist
1. Choose Your Business Name
You will have to do this before you file your Articles of Organization. Do a corporate name search to make sure no other LLC or corporation is already using your desired name. When you confirm your name is available and submit it in your formation paperwork to the state, other LLCs and corporations will not be able to use it in the state of Michigan. If you want exclusive rights to your name in all 50 states, you will want to pursue trademark protection through the United States Patent and Trademark Office (USPTO). Do a trademark search to check if its availability before you make the name official.
2. Obtain an EIN
You can get an EIN (Employer Identification Number) at no charge directly from the IRS, or you can ask CorpNet to apply for yours when you ask us to handle your other business filings. Your EIN (also called “federal tax ID number”) will enable you to open a bank account, hire employees, file for business licenses, and complete other business documentation.
3. Write an Operating Agreement
Although not required by the state, you should consider creating an operating agreement for your Michigan LLC. An operating agreement sets the rules for how your business should be governed. It’s especially important for a multi-member LLC because it will ensure everyone in your organization knows their roles and responsibilities, understands your profit distribution methodology, recognizes how to handle disputes between members, and is on the same page about other crucial operating rules.
4. Appoint a Registered Agent
Your LLC must have a registered agent to receive service of process (lawsuits, state documents, and other legal paperwork) on your behalf.
5. Set Up Your State Business Tax Accounts
You will need to establish these by registering with the Michigan Department of Treasury.
6. Apply for Business Licenses and Permits
Depending on where you’re located in Michigan and the nature of your business, you may need to apply for certain business licenses and permits to operate legally. CorpNet can help you identify them and submit applications for them. You can also find information through the Michigan State License Search tool and by contacting your county and municipal offices.
7. Open a Business Bank Account for Your LLC
As I mentioned earlier, forming an LLC separates your personal assets from those of your business. You’ll often hear this protection called the “corporate veil.” To keep your corporate veil intact, you must not commingle your business and personal finances. Having a separate bank account for your company is an absolute must to ensure you don’t mix your company’s funds with your individual monies.
Ongoing Michigan LLC Compliance Requirements
In addition to the formation paperwork and the startup to-dos that I mentioned, you need to keep on top of some ongoing compliance activities, too. To keep your LLC in good standing with the state of Michigan, don’t lose sight of the following requirements.
File an Annual Statement
Your LLC must submit an Annual Statement to the state. Typically, it’s due by February 15 each year.
Professional limited liability companies have an additional requirement. They must also include an Annual Report that lists the names and addresses of all LLC members and managers and confirms each member and manager is legally licensed to perform a professional service offered by their company.
The costs to file the Limited Liability Company Annual Statement in Michigan is $25. The Professional Limited Liability Company Annual Statement and Annual Report require a $75 fee.
If you fail to submit your report and pay the filing fee by the February 15 deadline, you will incur a late charge. If you ignore your reporting responsibilities and refuse to file or pay the fee within two years of the date due, you will lose your status of good standing with the state. That means you may forfeit the personal liability protection the LLC business structure provides and the right to bring suit in the state.
Other Ongoing Compliance Responsibilities
Because it’s far easier to remain in good standing by complying with your annual statement obligations than it is to restore good standing, I encourage you to stay on top of things from the beginning:
- Renew your business licenses and permits.
- Notify the state of any changes to your name, purposes, or if you decide to dissolve your business.
- File tax returns and pay tax obligations on time.
Is Forming a Michigan LLC Right for Your Business?
Because the business entity type you choose for your business will affect you from legal, tax, and operational standpoints, make sure you talk with an attorney and accounting professional before forming an LLC. The more you know, the more confident you’ll be that you’re starting your company on the right foot.
Are you ready to get started on your Articles of Organization for a Michigan LLC? CorpNet is here to help you through all your business formation and ongoing compliance filings. Contact us today! You can count on us to complete your paperwork accurately and on time, so you can set your sights on building the successful business you’ve always dreamed of.