Register a Michigan Foreign LLC
Michigan foreign LLCs operate in the Great Lakes State but were formed in another state or jurisdiction. When a foreign LLC wants to do business in Michigan, it must file an Application for Certificate of Authority to Transact Business with Michigan's Department of Licensing and Regulatory Affairs and pay a $50 state filing fee.
Northwest can handle the registration process for just $225 + state fees. Your formation includes a registered agent, free domain registration, web hosting with SSL security, a local phone number, a professional email address, and a Michigan business address. You'll also get access to legal document templates, expert support from Corporate Guides®, and our total commitment to protecting your privacy.
$225 Foreign Registration
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- Local experts handle your paperwork
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How to Register a Foreign LLC in Michigan
To obtain 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. You’ll also want to appoint a local registered agent, and obtain a certificate of good standing from your home state (or jurisdiction). Here are the steps you’ll need to take.
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 service of process on your behalf and get them to you in a timely manner. For this reason, many companies choose to hire a company like Northwest.
Note: Our Registered Agent Service gives you a Michigan business address that will get listed on your foreign qualification paperwork, and we’re available 9 AM to 5 PM to accept important legal documents.
Before your application for foreign registration can be accepted in Michigan, you must present 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. Processes and fees will vary state to state, but you can usually apply for a certificate online through the Secretary of State’s office (or equivalent authority) in your home jurisdiction.
Complete an Application for Certificate of Authority to Transact Business in Michigan either online, via mail, or in person.
Here’s what you’ll need to include:
- LLC name
- LLC name 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)
- Attach certificate of good standing
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.
The Michigan Department of Licensing and Regulatory Affairs will make a copy of your application for its records, then send the original document back to you. Mailed or in-person filings should take about five business days to process (plus additional time for mailing), unless you pay extra for expedited processing. Online filings are submitted to the Corporations Department for review immediately, and you’ll receive confirmation of your application via email.
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Michigan Foreign LLC Registration FAQ
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 hours: $500
- 1 hour: $1,000
To add one of these services, be sure to attach the Expedited Service Request form to your application.
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.
Online:
LARA: Corporations Online Filing System
By Mail:
Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
P.O. Box 30054
Lansing, MI 48909
In Person:
2407 N Grand River Ave
Lansing, MI 48906
No. Only domestic Michigan LLCs file Michigan Articles of Organization.
You can be your own registered agent in Michigan if you actually live and have a street address in Michigan. Otherwise, you can designate a Michigander you trust, or hire a professional registered agent with a Michigan office. A professional registered agent can help you live privately by letting you use their address on your registration documents.
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 guide to what doing business means in another state.
To amend your foreign LLC filing in Michigan, you can submit a Certificate of Correction to Michigan’s Corporations Division along with a $25 filing fee. The form must be submitted via mail or in person.
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.
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.
To withdraw your foreign business in Michigan, simply submit an Application for Certificate of Withdrawal. This means you have stopped doing business in Michigan, and thus no longer need to pay state taxes and fees.
