Start a Corporation in Michigan
Use our free business tools below to complete your Michigan Articles of Incorporation. This is the document you file directly with the Michigan Department of Licensing and Regulatory Affairs to form your corporation.
If you want more, hire us to form your corporation in Michigan for just $39 + state fees. We’ll get your business stood up in minutes with a free domain, website, email, business phone, and more.
How to Start a Corporation in Michigan
A Michigan corporation is a business with a legal existence separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.
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.
1. Name Your Corporation
If you’re staring a new business, you probably already know what you want to name it. However, MI Comp L § 450.1211-1213 lays out naming requirements for a corporation. Your corporation’s name:
- Must include Corporation, Company, Incorporated, Limited, or an abbreviation of one of these words
- Must be distinguishable from the names of any other Michigan businesses.
- Must not use words that suggest the company was formed for a purpose other than what’s outlined in the Articles of Incorporation
Already have a name for your corporation? Check to see if it’s available.
Thought up the perfect name for a business but aren’t ready to pull the trigger? You can reserve a business name for up to six months. You’ll need to file an Application for Reservation of Name with Michigan’s Corporations Division. It costs $10 to reserve a name.
Your corporation’s name is the name you filed with the state in your Articles of Incorporation. A DBA (sometimes called an assumed business name in Michigan) is essentially a registered nickname for your already established business. It’s any name your corporation uses to do business with that’s not the corporation’s legal name.
A DBA (doing business as) name is also sometimes called a trade name or fictitious business name. Corporations diversifying their brand or creating new business identities often use a DBA because it saves the hassle of having to file and pay for separate corporation every time they need a new name.
To get a DBA in Michigan you’ll need to register it with the state by paying $10 and filing a Certificate of Assumed Name.
Thinking about using a trade name? Learn How to Get a Michigan DBA.
2. Designate a Resident Agent
Michigan uses the term resident agent (other states tend to call them registered agents), but rest assured, the terms are interchangeable. A Michigan resident agent is a person or company designated to receive legal correspondence and official paperwork on behalf of your corporation.
Michigan law requires corporations to have a resident agent. You can act as your own resident agent or you can hire a professional service like us. You’ll need your registered agent’s information to successfully file your state formation documents and form your corporation.
Learn why the pros use a registered agent service.
Michigan resident agent requirements are outlined in Michigan Compiled Law § 450.4207. At a minimum, your resident agent must:
- have a physical address (no P.O. Boxes or virtual offices) in the state of Michigan
- keep regular business hours (9 am to 5 pm) at that address
- accept legal mail and correspondence from the Michigan Division of Business Filings on behalf of your business and get it to you fast
You betcha. But you might want to give it some thought. Resident agents need to be available during regular business hours, and list their name and address on public record. If you’re someone who values a flexible business schedule or wants to keep your private information on lock down, being your own resident agent may not be the right move.
Yes, you can change your Michigan resident agent. You’ll need to complete and file a Certificate of Change of Registered Office or Resident Agent form with the Michigan Department of Licensing and Regulatory Affairs (LARA).
The Michigan Certificate of Change must be submitted by mail or in person and costs $5 to file.
3. Submit 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.
- Business name: Your name must include an identifier like Corporation or an abbreviation like Inc.
- Purpose: 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.
- 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.
- Resident agent and office: For your Michigan resident agent, you can list a business (but not your own) or an individual Michigan resident (such as yourself). 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.
- 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.
- Creditors: 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.
- 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.
Note: All information provided on your Articles of Incorporation becomes part of the public record.
We’re not just blowing smoke. Hiring a resident agent is the only way to keep your personal information off the public record. Whoever fills out and files your Michigan Articles of Incorporation gets their name and information plastered all over public records online.
If you hire a professional registered agent service, they’ll supply their information for you to put on your public filing documents and your information will stay private.
Your articles can be filed online, by mail, or in person. It costs a minimum of $60 to file Michigan’s Articles of Incorporation, depending on the number of authorized shares a corporation will have.
It can take up to two weeks for online and in person filings to be processed. Mailed filings can take a whole month. Don’t feel like waiting? Pay $50 extra and you can have your corporation ready to go within 24 hours. Pay an extra $100 for same-day processing.
Mail:
Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
P.O. Box 30054
Lansing, MI 48909
In Person:
Corporations Division
2501 Woodlake Circle
Okemos, MI
Start Your Michigan Corporation Today!
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4. Get an EIN
Your Employer Identification Number, or EIN, is a nine-digit number assigned by the IRS and used for tax filing and reporting purposes. Basically, your EIN is like a Social Security number for your business.
You can obtain an EIN by applying directly with the IRS. Just fill out the application online, pass the validity check, and you’ll have your corporation’s EIN in a matter of minutes.
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.
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.
5. 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 templates), see our Michigan corporate bylaws resource.
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.
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:
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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?
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Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
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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?
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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?
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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?
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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.
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.
6. 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.
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.
7. 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.
To open a corporate bank account in Michigan, you’ll need to bring the following with you to the bank:
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a copy of the Michigan corporation’s Articles of Incorporation
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the corporation’s bylaws
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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.
8. File Michigan Reports and Taxes
In Michigan, corporations file an annual report each year. In terms of state taxes, corporations primarily contend with a net income tax.
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.
The fee to file an annual report in Michigan is a flat $25, regardless of the size or net worth of your corporation.
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.
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.
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.
Ready to Start a Corporation in Michigan?
