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How to Dissolve a Michigan LLC

 

How do you dissolve an Michigan Limited Liability Company?

To dissolve your LLC in Michigan, submit a completed Michigan Certificate of Dissolution form to the Department Licensing and Regulatory Affairs (LARA) by mail or in person. The form cannot be filed online. Use of LARA forms is optional. If you decide to draft your own dissolution, be sure to include all the required information.

If you file by mail, include a check or money order payable to “State of Michigan.” Include the LLCs name and identification number on check or money order. If you file in person, you may also pay by VISA or MasterCard.

By mail:

Michigan Department of Licensing and Regulatory Affairs
Bureau of Commercial Services
Corporation Division
P.O. Box 30054
Lansing, MI 48909

In person:

2501 Woodlake Circle
Okemos, MI

(517) 241-6470

If a Michigan LLC is not currently in good standing, the LLC must first restore good standing before it can file a dissolution form with LARA.

Michigan Limited Liability Company Dissolution FAQ

Is there a filing fee to dissolve or cancel a Michigan LLC?

Normal processing for Michigan LLC dissolution: $10
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 you with the LLC dissolution process.

Do you need a Department of Treasury clearance before the Department Licensing and Regulatory Affairs will accept your dissolution?

When you dissolve your LLC or corporation, you should get a tax clearance certificate. Within 60 days after submitting the certificate of dissolution, the business is supposed to request a tax clearance certificate from the Michigan Department of Treasury, Tax Clearance Division. When you get the Tax Clearance Certificate, you are not required to submit it to LARA.

How do I get the clearance certificate?

You just need to request that the Department of Treasury review your business tax account. The department will check to see if you have any outstanding taxes. If you do not, the Department will issue you a Tax Clearance Certificate.
To request the review and the certificate, you’ll need to complete and submit the Department of Treasury Form 501, Tax Clearance Request for Corporation Dissolution or Withdrawal.

To get the tax clearance request form:

  1. Contact the Department of Treasury’s Tax Clearance Unit at (517) 636-5260
  2. Visit the department of treasury website (see link below).
  3. The form is in your online account immediately when you sign up for registered agent service with Northwest.

If you are submitting past due taxes with your request form, include a check payable to “State of Michigan.” If you pay by certified check, it may accelerate processing. Attach your final tax returns to the clearance request.

It is important that you submit documents to the Tax Clearance Section of the Department of Treasury.  If you don’t address them to the Tax Clearance Section, they could be delayed by 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 for dissolution, but the requirement is not enforced.

How long does it take the state to process the filing?

Michigan Certificates of Dissolution are processed by LARA in 3-5 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 the Department of Taxation requires additional information from you, it can take up to 12 weeks.

How long before someone can take your business name?

When your LLC is dissolved, you lose your business name. There is no protection of your name following dissolution.
Also, if a limited liability company is not in good standing with LARA, the name becomes available for others to use.

What is the penalty if you do not dissolve properly and just don’t file your annual reports/statements?

Michigan LLCs don’t lose their LARA registration for failing to file annual statements; but they can lose their good standing with the state of Michigan. To restore your LLC to good standing, you have to file the Certificate of Restoration and pay the $50 filing fee. You must also file the annual statements and fees that you missed and pay the $25 fee for each one.

Michigan LARA Corporations Division

Michigan Department of Treasury

Corporate Compliance
by Local Corporate Guides®