Register a Michigan Foreign LLC
A Michigan Foreign LLC transacts business in Michigan but was originally formed in another state or jurisdiction. Registering your foreign LLC to do business in Michigan involves filing an Application for Certificate of Authority to Transact Business in Michigan with Michigan's Department of Licensing and Regulatory Affairs. You'll also need to pay a $50 filing fee to the state to register your foreign LLC. Michigan's state statutes don't specify what activities count as doing business in the state, but in general, a foreign LLC will need to register with the state if it hires employees, owns or leases property, or uses its business name to sell goods in Michigan.
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How to Register a Foreign LLC in Michigan
To complete foreign registration (also known as Foreign Qualification) in Michigan, you’ll have to submit an Application for Certificate of Authority to the Department of Licensing and Regulatory Affairs. Here are the steps you’ll need to take.
1. Appoint a Michigan registered agent
Your first step is to appoint a registered agent, which is required by Michigan law. Your Michigan Registered Agent can be anyone over the age of 18, but they must have a physical address in Michigan and be available during regular business hours to accept important legal documents on your behalf and get them to you in a timely manner.
Can I be my own registered agent for my Michigan LLC?
You can be your own registered agent in Michigan if you actually live and have a street address in Michigan. Otherwise you can hire a Michigander you trust or hire a professional Registered Agent Service with a Michigan office.
Why hire a Michigan registered agent service?
A professional registered agent can help you live privately by letting you use their address on your registration documents.
Obtain a Certificate of Good Standing
Your application for foreign registration in Michigan won’t be accepted unless you attach a Certificate of Good Standing from your home jurisdiction. This document—also known as a Certificate of Existence—shows that your company is up-to-date with all its payments and filings, essentially proving your LLC is fit to do business.
How do I get a Certificate of Good Standing from my LLC's home state?
You can usually apply for a Certificate of Good Standing online through the Secretary of State’s office (or equivalent authority) in your home jurisdiction.
3. Apply for a Certificate of Authority
Complete an Application for Certificate of Authority to Transact Business in Michigan online, via mail, or in person. Here’s what you’ll need to include:
- LLC name
- LLC name in Michigan (if your LLC’s name is taken in Michigan)
- Location, date of initial organization, and duration (if applicable) in home jurisdiction
- Principal office address (in home jurisdiction)
- Registered agent’s name and Michigan street address
- Name and address of a member or manager who will receive legal documents if your registered agent can’t be located
- The type of business your LLC will do in Michigan
- Signature of an authorized person (usually a member or non-member appointed by the LLC and specified in the LLC operating agreement)
You will also have to include the name and business phone number of the person who prepared your application, but that information will not become part of the public record.
If you’re ready to get started, you can Register Your Foreign LLC in Michigan now with Northwest.
How much does it cost to file the Application for Certificate of Authority
Michigan charges $50 for standard filings—unless you decide to pay for expedited processing. Michigan’s expedited processing services and fees are as follows:
- 24-hours – $50
- Same day – $100
- 2 hour, same day – $500
- 1 hour, same day – $1,000
To add one of these services, be sure to attach the Expedited Service Request form to your application.
How do I file the Application for Certificate of Authority?
You can file your application for Certificate of Authority to Transact Business in Michigan online (which is the state’s preference), by mail, or in person.
Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
P.O. Box 30054
Lansing, MI 48909
2407 N Grand River Ave
Lansing, MI 48906
Do I need to file Michigan Articles of Organization for my foreign LLC?
No. Only domestic Michigan LLCs file Michigan Articles of Organization.
4. Receive your Certificate of Authority
The Michigan Department of Licensing and Regulatory Affairs will make a copy of your application for its records, then mail the original document back to you. If you filed online, you’ll receive confirmation of your application via email.
How long does it take Michigan to process the Application for Certificate of Authority?
Michigan processes online and in-person filings in about ten days, but you can pay an extra $50 to have your foreign LLC confirmed in about 24 hours. Mailed filings can take two weeks or longer.
Michigan Foreign LLC Registration FAQ
How do I amend a foreign LLC in Michigan?
To amend your foreign LLC filing in Michigan, you can submit a Certificate of Correction to Michigan’s Corporations Division. The form must be submitted via mail or in person and requires a filing fee of $25.
What does it mean to do business in Michigan?
According to Michigan’s tax laws (specifically MI Comp L § 205.52b), the following activities qualify as transacting business in the state:
- Hiring employees, contractors, or sales people
- Advertising or promoting sales
- Owning or leasing property
- Using the business name to sell goods in the state
- Selling maintenance or repair services
- Using distribution, warehouse, or storage facilities
This list applies specifically to the business of retail sales. Other activities—like applying for a professional license—are also likely to count as doing business in Michigan.
Michigan’s LLC statutes, on the other hand, offer a list of activities that Michigan does not consider to be count as business. (See MI Comp L § 450.5008). These include, but are not limited to:
- Being involved in a legal proceeding
- Holding business meetings (regarding internal affairs)
- Having bank accounts
- Maintaining offices for transferring or exchanging company securities
- Selling via independent contractor
- Soliciting orders for products or goods
- Acquiring debt in real or personal property
- Securing or collecting debts in the property
- Owning real or personal property
- Completing an isolated transaction
- Participating in interstate commerce
To learn more, see our answer to What Exactly Does Doing Business in Another State Mean?
Does a foreign LLC have to file an annual report in Michigan?
Yes. If you register a foreign LLC in Michigan, you must submit a Michigan Annual Report just like a domestic LLC. The report is due on February 15th each year, and costs $25 to file.
How are foreign LLCs in Michigan taxed?
Your Michigan foreign LLC will be subject to Michigan Taxes, just like any LLC in the state. By default, LLCs are taxed as pass-through entities, meaning that the LLC itself doesn’t pay taxes. Instead, LLC members report their share of the earnings as income on their personal tax returns.