How to Dissolve a Michigan Corporation
How do you dissolve a Michigan Corporation?
Michigan corporations that have commenced business: To dissolve your Michigan corporation that has commenced business, file Form 531, Certificate of Dissolution with the Michigan Department of Licensing and Regulatory Affairs (LARA). You will also need to get a tax clearance from the Michigan Department of Treasury after you submit the Certificate of Dissolution.
Michigan corporations that have not yet commenced business: To dissolve your Michigan corporation that has not yet commenced business, file Form 530, Certificate of Dissolution with LARA. Corporations that have not commenced business do not need to get a tax clearance certificate from the Department of Treasury.
The forms you need to dissolve your Michigan corporation are available on the LARA website or in your online account when you sign up for resident agent service with Northwest. You don’t have to use LARA forms, but it is an easy way to make sure you have the required information for filing. If you choose to draft your own documents, you have to be careful to include all the required information. Submit one original Certificate of Dissolution to LARA for filing. The dissolution form cannot be filed online. If you file by mail, include a check or money order payable to the State of Michigan. Include the corporations name and identification number on check or money order. If you file in person, you may also pay by VISA or MasterCard.
To file by mail:
Michigan Department of Licensing and Regulatory Affairs
Bureau of Commercial
Services Corporation Division
P.O. Box 30054
Lansing, MI 48909
To file in person:
2501 Woodlake Circle
Michigan Corporation Dissolution FAQ
Is there a filing fee to dissolve or cancel a Michigan Corporation?
There is a $10 filing fee for Michigan corporation dissolution.
Expedited processing is available for an additional fee:
How Long? How Much?
24 hours $100
Same day $200
Two hour $500
One hour $1000
Your Michigan registered agent may be able to help with the dissolution process.
Do you need a Department of Treasury clearance before the Michigan Department of Licensing and Regulatory Affairs will accept your dissolution?
A domestic corporation that wants to dissolve in Michigan will need a tax clearance certificate after filing for dissolution. Within 60 days after submitting the certificate of dissolution to LARA, the business must request a tax clearance certificate from the Michigan Department of Treasury, Tax Clearance Division. Once you get tax clearance from the department of treasury, you do NOT have to submit the Tax Clearance Certificate to LARA.
How do I get the clearance certificate?
You will just ask the Department of Treasury to your business tax account. The department will check to see if you have any outstanding taxes. If your tax information is current, the department will issue your corporation a Tax Clearance Certificate.
To request the review and the certificate, you’ll need to submit the Department of Treasury Form 501, Tax Clearance Request for Corporation Dissolution or Withdrawal.
To get the request form:
- Contact the Department of Treasury, Tax Clearance Unit at (517) 636-5260
- Visit the department of treasury website (see link below).
- The form is in your online account immediately when you sign up for registered agent service with Northwest.
If you need to, include outstanding tax returns and a check payable to “State of Michigan.” Certified checks will accelerate processing. You also need to attach a copy of your final tax return.
It is important that you submit documents to the Tax Clearance Section of the Department of Treasury. If you don’t address them properly, processing could be delayed several months.
Tax Clearance Section
Michigan Department of Treasury
P.O. Box 30168
Lansing, MI 48909
What if I don’t file the tax clearance request?
If you do not request a certificate, nothing terrible will happen to you. There is no Michigan state agency that will come after you. The tax clearance certificate is technically required to dissolve a corporation or LLC, but that is not enforced.
How long does it take the state to process the filing in Michigan?
LARA processes documents in 3 to 5 business days. If you need your documents processed more quickly, fill out the Expedited Service Request form for each document.
24 hour review – Completed the following business day
Same day review – If you submit by 1 pm, filing is completed that day
Two hour review – If you submit by 3 pm, filing is completed within two hours
One hour review – If you submit by 4 pm, filing is completed within one hour
It usually takes about 6 weeks to get a Tax Clearance Certificate. If Department of Treasury needs additional information from a corporation, it can take up to 12 weeks.
How long before someone can take your business name?
You forfeit your business name when you file Articles of Dissolution. After your corporation is dissolved, someone else can take your name.
If your Michigan corporation is automatically dissolved by LARA the name immediately becomes available for others to use.
What is the penalty if you just don’t file your annual reports?
If a Michigan corporation does not file the annual report and/or pay the fee for two years after the report was due, the corporation is automatically dissolved 60 days after the end of the two year period. LARA will notify the corporation of the impending dissolution at least 90 days before the two year period ends.