Everything You Need to Know About Michigan Corporations:
Michigan Incorporation Options
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How to Incorporate in Michigan
To start a corporation in Michigan, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Department of Licensing and Regulatory Affairs (LARA). You can file this document online, by mail or in person. The articles cost a minimum of $60 to file. Once filed with the state, this document formally creates your Michigan corporation.
Per MI Comp L § 450.1241 (2019), every Michigan corporation must appoint a registered agent (also called a “resident agent”). You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the LARA’s Michigan Business Name Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Michigan Articles of Incorporation. Follow along with our filing instructions below:Michigan Business Name Search
Filing the Michigan Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Michigan business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Business Name
Your name must include “Corporation,” “Company,” “Incorporated,” “Limited,” or an abbreviation of one of these words. Tip: Most corporations keep it short and sweet with “Corp” or “Inc.”
If you’re creating an educational corporation, you’re required to list a specific purpose. Otherwise, it’s sufficient to list a general purpose such as “the corporation may engage in any activity within the purposes for which corporations may be formed under the Act.” Tip: Most corporations list a general purpose.
3. Authorized Shares
List the number of shares you’re creating. You must have at least one share. If you have multiple classes or series of shares, list the number of each, as well as any rights or restrictions for the class or series.
4. Resident Agent and Office
For your Michigan registered agent, you can list a business (but not your own) or an individual Michigan resident (such as yourself). Tip: We recommend Northwest.
Your registered office is the Michigan street address is where your resident agent accepts legal notifications on behalf of your company and will be a matter of public record. Tip: Our address will go here when you hire Northwest.
5. Michigan Incorporator
Incorporators sign and submit your Articles of Incorporation. Each incorporator must include their name and address. An incorporator doesn’t have to be anyone in your corporation—just someone you authorize to submit your Articles. Tip: We’ll be your incorporator when you hire us to form your Michigan corporation.
This provision is optional. Essentially, it’s a statement about working out arrangements or plans of reorganization with creditors. In general, this provision gives permission for a court to order a meeting in which ¾ of creditors and ¾ of shareholders can agree to a binding arrangement or plan.
7. Written Consent
This provision is also optional. The provision gives permission for actions normally taken at corporate meetings to be done without notice or vote if consent is given in writing.
Why Have a Registered Agent Form Your Michigan Corporation?
Professionals in Michigan hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Okemos, MI. We’re on a first name basis with the people who work in the Department of Business Services.
As your registered agent, we list our Okemos registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Grand Rapids, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding & Business Address
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Michigan. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Michigan Corporation Is Formed?
After your Michigan Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my Michigan corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings, and the Michigan Department of Treasury requires an EIN for their business registration. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on Michigan Corporate Bylaws (including free Corporate Bylaws templates), see our Michigan Corporate Bylaws resource.
Do I need bylaws for my Michigan corporation?
Yes, MI Comp L § 450.1231 (2019) notes that initial bylaws shall be adopted by a corporation’s incorporators, shareholders or board of directors.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Michigan bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, MI Comp L § 450.1501 (2019) states that bylaws can prescribe the qualifications required for a member of a corporation’s board of directors.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Michigan corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Michigan organizational meetings?
You’re required to give a minimum of three days notice by mail before holding the meeting. Items that would ordinarily be dealt with at an organizational meeting can instead be conducted in writing with the consent of a majority of incorporators. The meeting doesn’t have to be held in Michigan.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Michigan corporation?
To open a corporate bank account in Michigan, you’ll need to bring the following with you to the bank:
A copy of the Michigan corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Michigan Reports & Taxes
In Michigan, corporations file an annual report each year. In terms of state taxes, corporations primarily contend with a net income tax.
What is the Michigan Annual Report?
The Michigan Annual Report is a filing you must submit each year. You must verify or update the names and addresses of your corporation’s registered agent, director and corporate officers; and include a statement of purpose and the signature and title of the person filing the report. This report can be submitted by mail, in person or online.
How much is the Michigan Annual Report?
The fee to file an annual report in Michigan is a flat $25, regardless of the size or net worth of your corporation.
When is the Michigan Annual Report due?
When is the Michigan Annual Report due?
The filing is due by May 15, beginning the year after your corporation was formed. Michigan will send out a pre-printed report to your registered agent 90 days ahead of the due date—either by mail or to the agent’s email address of record. There is an additional $10 fee for each month a corporation’s report is delinquent. The maximum late fee tops out at $50—but if a corporation is delinquent for two years, it will be dissolved by the state 60 days later.
These filings can be easy to forget—which is why we send our clients automatic reminders for your Michigan Annual Report filings. Or better yet, let us file for you. With our business renewal service, we can we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about Michigan corporate taxes?
The Michigan corporate net income tax rate is a flat 6%. Note that several Michigan cities impose an additional income tax as well. Detroit, for example, places a separate 2% income tax on residents.
The state’s sales tax rate is also a flat 6%. Cities and counties can’t add on additional local sales taxes, so you’ll pay the same 6% across the state.
Do corporations have to register with the Michigan Department of Treasury?
Yes, if your business has employees or sells tangible personal property in Michigan, you’re required to register with the state’s Department of Treasury. You can register via Michigan Treasury Online (MTO). You’ll need your EIN before you can register.
Michigan Corporation FAQs
How can I submit the Michigan Articles of Incorporation?
You can file Michigan articles online, by mail or in person. Mailed filings must be submitted to the following address:
Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
P.O. Box 30054
Lansing, MI 48909
To submit your form in person, deliver it to the Corporations, Securities & Commercial Licensing Bureau at 2501 Woodlake Circle, Okemos, MI 48864. The office is open Monday through Friday between 8:00 a.m. and 5:00 p.m.
How much does it cost to start a Michigan corporation?
At least $60. The base filing fee is $60, but the amount of authorized shares your company has at incorporation can affect your total fee. If you want 60,000 shares or fewer, you’ll pay the base fee. The fee increases from there to $110 for up to a million shares, $310 for more than one million and up to five million shares, and $510 for more than five million and up to 10 million shares.
More than 10 million shares? You’ll pay a $510 fee for the first 10 million, plus $1000 for each additional 10 million share unit—or any portion of one. As such, 10,000,001 shares will still require the same $1510 total fee as 20 million shares would.
Hire us for a one-time fee of $285, including the state filing fees, a year of registered agent service, and more.
How long does it take to start a Michigan corporation?
Standard processing takes 3 days for online filings and around 10 days for mailed filings. Need it faster? Expediting options are available. File online or in person and you could even have your articles processed in an hour or two—if you’re willing to pay an extra $500-$1000. 24 hour expediting is available for the more reasonable fee of $50.
Technically, you can also expedite mailed filings—but bear in mind that normal postage times still apply, and that mailed filings must first be sent to a receipts processing location before being forwarded to the Corporations Division. Expedited service for mailed filings is based on the day the Corporations Division finally receives the Articles of Incorporation, not when it is received at the processing location.
Does a Michigan corporation need a business license?
There’s no general, statewide business license required in Michigan, but some cities and counties have local requirements. For example, Detroit only licenses specific business activities, but the adjacent suburb of Sterling Heights requires all businesses to pay a $50 fee for a license and renew it each year.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Michigan corporation?
A corporation formed outside of Michigan—but which conducts business in the state—is considered a foreign Michigan corporation. For example, if you incorporated in Wisconsin but decide to open a storefront in Michigan, you would be a foreign Michigan corporation. This also means you would need to register with the state by filing an Application for Authority with the Michigan Secretary of State. Foreign corporations are required to file the Michigan Annual Report each year as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a Michigan nonprofit requires a different form. The filing fee is lower than the fee for incorporating a for-profit corporation, only $20. Michigan nonprofits must also file an annual report each year, along with a $20 fee.
How can I get a Michigan phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order Michigan Incorporation Service
Our Michigan incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We’ll form your Michigan corporation for $285 total and include one year of registered agent service, a secure online account filled with business maintenance tools and all the state forms you’ll need, and the lifetime support of our expert Corporate Guides. Just choose Hire Us below, answer a few easy questions about your business, and submit your payment.
Next, we’ll prepare and submit your Michigan Articles of Incorporation to the Department of Licensing and Regulatory Affairs. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Michigan Department of Licensing and Regulatory Affairs has approved your filing, we notify you that your Michigan corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.