Michigan Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in Michigan is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, shares, par value and registered agent name with street and mailing address and the name and address of the incorporators.

Michigan law does allow for the formation of Professional Corporations (PC's).

Corporations are managed by their Board of Directors. The minimum number of directors required in Michigan is 1 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

All Michigan corporations will be required to file an annual report every year with the Department of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The report fee is due May 15th annually starting the year after formation. State sends notices to the registered agent 3 months before the due date. Online filing is available 90 days before due. Failure to file the annual report may result in the company becoming inactive.

Corporations can register an Assumed Name (DBA) with the Department of Licensing and Regulatory Affairs. If a corporation desires to conduct activities under a name other than its true legal name, an application pursuant to the provisions of Act 284, Public Acts of 1972 must be filed with the Michigan State Department of Licensing and Regulatory Affairs. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

The Michigan Department of Licensing and Regulatory Affairs provides a procedure for voluntarily dissolving a domestic corporation by filing a Certificate of Dissolution pursuant to the provisions of Act 284, Public Acts of 1972.

Within 60 days after submitting this certificate all corporations must request a tax clearance from the Michigan Department of Treasury, Tax Clearance Division.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Michigan an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Michigan Department of Treasury.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Michigan Department of Treasury at http://www.michigan.gov/treasury.

The formation document required to file an LLC in Michigan is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company and registered agent name with street and mailing address and the name and address of the incorporators.

Michigan law does allow for the formation of Professional LLC's (PLLC's).

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Michigan is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All Michigan LLC's will be required to file an annual report every year with the Department of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The report fee is due February 15th annually starting the year after formation. State sends notices to the registered agent 3 months before due date. Online filing is available 90 days before due. Failure to file the annual report may result in the company becoming inactive.

LLC's can register an Assumed Name (DBA) with the Department of Licensing and Regulatory Affairs. If a corporation desires to conduct activities under a name other than its true legal name, an application pursuant to the provisions of Act 23, Public Acts of 1993 must be filed with the Michigan State Department of Licensing and Regulatory Affairs. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

The Michigan Department of Licensing and Regulatory Affairs provides a procedure for voluntarily dissolving a domestic corporation by filing a Certificate of Dissolution pursuant to the provisions of Act 23, Public Acts of 1993.

Tax clearance from the Michigan Department of Treasury is not required.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Michigan Department of Treasury at http://www.michigan.gov/treasury.

The formation document required to file a Not-For-Profit corporation in Michigan is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, purpose, organized without or with stock, if with stock then the shares and par value, if without stock then describe assets, financial plan, organized on a membership or directorship basis, registered agent name with street and mailing address and the name and address of the incorporators.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Michigan is 1 and they must be 16 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Michigan Not-for-profit corporations will be required to file an annual report every year with the Department of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The report and fee is due May 15th annually starting the year after formation. The state sends notices to the registered agent 3 months before due date. Online filing is available 90 days before due. Failure to file the annual report may result in the company becoming inactive.

NFP Corporations can register an Assumed Name (DBA) with the Department of Licensing and Regulatory Affairs. If a corporation desires to conduct activities under a name other than its true legal name, an application pursuant to the provisions of Act 162, Public Acts of 1982 must be filed with the Michigan State Department of Licensing and Regulatory Affairs. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

The Michigan Department of Licensing and Regulatory Affairs provides a procedure for voluntarily dissolving a domestic corporation by filing a Certificate of Dissolution pursuant to the provisions of Act 162, Public Acts of 1982.

All nonprofit corporations except churches must obtain a consent to dissolution, or a written statement that the consent is not required. from the Michigan Attorney General, Consumer Protection and Charitable Trust Division, Michigan Attorney General, P.O. Box 30214, Lansing, MI 48909, (517) 373-1152. Application for the consent should be made at least 45 days before the desired effective date of the dissolution. This certificate cannot be filed unless it is accompanied by the consent or written statement.

Within 60 days after submitting this certificate all corporations must request a tax clearance from the Michigan Department of Treasury, Tax Clearance Division.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Michigan Department of Treasury at http://www.michigan.gov/treasury.