Michigan Corporation at a Glance
Statute & agency
Michigan Business Corporation Act (Act 284 of 1972, MCL 450.1101 et seq.) administered by LARA’s Corporations Division.
Key forms
- CSCL/CD-500 – Articles (profit)
- CSCL/CD-501 – Professional Articles
- CSCL/CD-510 – Restated Articles
- CSCL/CD-2500 – Profit Annual Report
- CSCL/CD-520 – Agent change
Fees & deadlines
- Articles: $60 minimum (more shares ⇒ more fee).
- Annual report: $25 due May 15.
- Late penalty: $10/month (max $50); non-filing ⇒ dissolution.
Tax snapshot
CIT 6% for C-corps; S-corps treated as flow-through with optional FTE election (4.25%). No franchise tax.
CSCL/CD-500 Articles of Incorporation
| Section | What to include | Strategy notes |
|---|---|---|
| Name | Include “Corporation,” “Company,” “Incorporated,” “Limited,” or abbreviations. | Reserve name with CSCL/CD-540 if needed. |
| Purpose | “Any lawful business” or specific language for regulated industries. | Benefit missions can be added even though MI lacks a formal benefit corp statute. |
| Authorized shares | Number of shares and par value; describe rights if multiple classes. | Initial fee tiers: up to 60,000 shares = $50 org fee; 60k–1M shares = $100; >1M = $300. |
| Registered office & agent | Michigan street address and agent consent. | Update via CSCL/CD-520. |
| Incorporators / initial board | Names/addresses of incorporators; optional initial directors. | Useful when shareholder agreements require board composition day one. |
| Optional provisions | Preemptive rights, cumulative voting opt-out, director liability limits (per MCL 450.1209), indemnification, share transfer restrictions. | Seed/VC deals often require specific protective provisions—draft with counsel. |
Filing logistics & expedite
File online (COFS), mail to P.O. Box 30054 Lansing MI 48909, hand deliver to 2501 Woodlake Circle Okemos, or fax via MICH-ELF account. Expedited service matches LLC fees: 24-hour $50, same-day $100, 2-hour $500, 1-hour $1,000.
Formation & Post-Filing Checklist
1. Name & assumed names
Confirm availability; file assumed names (CSCL/CD-541) if you plan to brand multiple divisions.
2. Articles + payment
Complete CSCL/CD-500 with share structure, agent, incorporators. Attach consent to use identical/similar name if required.
3. Organizational meeting
Appoint directors, adopt bylaws, elect officers, authorize share issuances, approve banking/IP assignments.
4. Corporate records
Create stock ledger, issue certificates (physical or electronic), maintain minute book, and store consents/resolutions.
5. Tax registrations
Obtain EIN, register for Michigan business taxes (Form 518), payroll withholding, unemployment, and industry-specific permits.
6. Shareholder agreements
Draft buy-sell agreements, voting agreements, investor rights, and (if S-corp) shareholder eligibility reps.
Lawyer’s note: Document every issuance with board/shareholder approval to preserve the liability shield and keep auditors happy. Michigan courts pierce veils when records are sloppy.
Professional & Nonprofit Variants
Professional corporations (PC)
Use CSCL/CD-501. Only licensed professionals may own shares or serve as officers/directors. Many boards require proof of PC filing plus professional licenses for each shareholder.
Professional LLCs
Consider PLLC (CD-701) if you want pass-through flexibility; note higher $75 annual statement and licensing board oversight.
Nonprofit corporations
Form under Act 162 of 1982 using CSCL/CD-502. No shareholders; governance by members or directors. Annual report CD-2000 due October 1 with $20 fee.
Michigan Corporate Tax & Elections
C-corp baseline
- Corporate Income Tax (CIT): 6% on apportioned income. Filing threshold: MI gross receipts ≥ $350,000 or tax ≥ $100.
- Returns due the 15th day of the fourth month after year-end (April 15 for calendar years).
S-corp treatment
- S corp is a federal election (Form 2553). Michigan generally conforms—income flows to shareholders, who pay MI individual tax (4.25% for 2024).
- S-corps may elect the Flow-Through Entity (FTE) tax to bypass the federal SALT cap. Election covers all individual shareholders for three years.
- S-corps still file annual reports and maintain corporate formalities—no shortcuts.
No franchise tax: Michigan retired MBT. Your obligations are CIT (if C-corp), FTE/individual income tax (if pass-through), and local taxes/licensing.
Maintenance, Annual Reports & Risk Management
Annual report
- File CSCL/CD-2500 by May 15 with $25 fee.
- LARA emails/papers notices early spring. Late penalty $10/month (max $50).
- After two consecutive missed reports, LARA may automatically dissolve/revoke.
Corporate formalities
- Hold regular board and shareholder meetings (or unanimous consents) for major actions.
- Keep minutes, stock ledger, and financial records separate from owners’ personal accounts.
- Use resolutions for loans, leases, compensation, major contracts, and tax elections.
Common filings
| Action | Form | Fee |
|---|---|---|
| Change agent/office | CSCL/CD-520 | $5 |
| Amend Articles | CSCL/CD-515 or 506 (depending on change) | $10–$50 |
| Restated Articles | CSCL/CD-510 | $30 |
| Dissolution | CSCL/CD-531 / 530 | $10 |
| Foreign authority | CSCL/CD-560 | $60 |
Scam alert: Same “New Business Filing” solicitations target corporations. Legitimate notices reference your entity ID and direct you to Michigan.gov/LARA. Verify through the official Business Entity Search before paying.
Choosing Between Michigan LLC, Michigan Corporation, or Delaware
| Factor | Michigan LLC | Michigan corporation | Delaware corporation |
|---|---|---|---|
| Governance | Flexible OA; minimal statutory formalities. | Board/bylaws/resolutions; better for complex equity. | Chancery Court precedent; investor expectation for VC rounds. |
| Equity structure | Membership interests; harder to issue multiple classes. | Unlimited share classes; stock option plans standard. | Preferred by institutional investors; easier multi-class issuances. |
| Taxes | Default pass-through; optional S/FTE election. | CIT 6% for C-corps; S-corps pass through with payroll requirements. | Still must qualify in Michigan → pay MI taxes + DE franchise tax. |
| Compliance cost | $25 annual statement Feb 15. | $25 annual report May 15 + formalities. | DE franchise ($175–$200k) + MI foreign report. |
| Best for | Local service, e-commerce, real estate holdings. | Operating companies with employees, ESOPs, or eventual S election. | High-growth startups seeking national VC, multi-state operations. |
Rule of thumb: If you’ll hire in Michigan and raise funds locally, a Michigan corporation keeps compliance simple. Use Delaware only when investors demand it—and be ready to qualify in Michigan anyway.
Alerts & CTA Update
BOI status (March 2025)
FinCEN’s interim final rule removed CTA BOI reporting for domestic corporations. Michigan profit, S, professional, and nonprofit corporations no longer file BOI reports. Foreign corporations formed under non-U.S. law still may qualify—confirm before registering.
Talk to counsel when…
- Issuing equity to employees/investors.
- Converting LLC ↔ corporation.
- Merging with another entity or selling assets.
- Restoring good standing after dissolution.
How I Help
- Drafting CSCL/CD-500 (profit), CD-501 (professional), and foreign qualification filings.
- Bylaws, shareholder agreements, stock ledgers, and option plan implementation.
- Annual report automation, minute book maintenance, and board governance coaching.
- CIT planning, S-corp/FTE election coordination, and payroll setup.
- Conversions, mergers, and Delaware vs Michigan strategy assessments.
- CTA/BOI diagnostics for cross-border ownership.
Ready to map your Michigan corporation? Bookmark this hub or schedule a consult so we can plan filings, governance, and tax strategy before signatures go live.