Key Michigan LLC Facts
Statute & Agency
Act 23 of 1993 (MCL 450.4101 et seq.) administered by LARA – Corporations, Securities & Commercial Licensing (CSCL) Corporations Division.
Core forms
CSCL/CD-700 Articles, CD-701 (PLLC), CD-500-series for conversions, CD-540 name reservation, CD-760 foreign authority, CD-770/771 restoration.
Fees & deadlines
- Articles: $50.
- Annual statement: $25 (PLLC $75) due Feb 15.
- Late fee: $50 if filed after Feb 15.
Annual statement essentials
Keep resident agent information current. Two missed statements → automatic dissolution. File online via Corporations Online Filing System (COFS).
Step-by-Step Formation
1. Name & reserve (optional)
Confirm availability in the LARA database. Name must include “LLC,” “L.L.C.,” “LC,” or “L.C.” Reserve with Form CSCL/CD-540 ($25) for six months.
2. Resident agent & office
Provide a Michigan street address and agent who is available during business hours. Decide between a commercial agent (privacy) or listing your own location.
3. Draft Articles (CD-700)
Complete each article (see breakdown below). Choose member- or manager-management, effective date, and organizer signature.
4. File with LARA
File online via COFS, mail to P.O. Box 30054 Lansing MI 48909, or deliver in person (2501 Woodlake Circle, Okemos). Add expedite fee if timing matters.
5. Operating agreement
Adopt a written OA covering capital, voting, buy-sell, FTE election procedures, and compliance calendar.
6. EIN, taxes, licenses
Get EIN; register for Michigan business taxes via Form 518; secure industry licenses and local permits (zoning, health, liquor, etc.).
Foreign LLC? Use CSCL/CD-760 for Certificate of Authority, attach home-state good standing, and pay $50. Foreign LLCs file the same annual statements.
CSCL/CD-700 Articles of Organization
| Article | What LARA wants | Practice notes |
|---|---|---|
| Name | LLC name with “LLC/L.L.C.” etc. | Double-check spelling; assumed names require CSCL/CD-541. |
| Purpose | Optional; “any lawful business activity” is acceptable. | Add regulated language for cannabis, insurance, or financial services if required. |
| Duration | Perpetual by default; specify a sunset date if needed. | LLCs tied to a project (real estate fund) may list a target dissolution year. |
| Registered office & resident agent | Michigan street address + agent name/signature. | Use Form CSCL/CD-520 later to update agent/office. |
| Management | State if managers will manage. If blank ⇒ member-managed. | List manager names if banks require; not mandatory on Articles. |
| Effective date | Default = filing date; may delay up to 90 days. | Align formation date with financing or property closing. |
| Organizer | Name and signature of organizer (can be attorney or member). | Use organizer to shield owner info on public record if desired. |
Expedited services
| Turnaround | Additional fee |
|---|---|
| 24 hours | $50 |
| Same day (received by 1 p.m.) | $100 |
| 2-hour | $500 |
| 1-hour | $1,000 |
Professional LLCs: Use CSCL/CD-701, list the professional service, and confirm every member/manager is licensed. Annual statement fee increases to $75.
Operating Agreement Checklist
Michigan law doesn’t require an OA, but judges, banks, and investors expect one. Address:
- Capital contributions and future capital call mechanics.
- Profit/loss allocations (including guaranteed payments and waterfall tiers).
- Management powers, fiduciary duty tweaks, indemnification, and protective provisions.
- Voting thresholds for mergers, conversions, debt, new members.
- Transfer restrictions, ROFR/drag/tag, admission process for new members.
- Buy-sell triggers (death, disability, bankruptcy, divorce, voluntary exit).
- Tax elections (S-corp, FTE, depreciation methods) and who can bind the LLC on returns.
- Dispute resolution, governing law (Michigan), venue, and amendment procedures.
Tip: Include language directing the manager to file the February 15 annual statement and maintain registered agent coverage. This keeps compliance part of management’s fiduciary duties.
Taxes, FTE Election & BOI Snapshot
Default taxation
- Single-member LLC: disregarded entity, taxed on the owner’s MI individual return.
- Multi-member LLC: partnership; file federal Form 1065; members get Schedule K-1.
- LLC electing S corp: file IRS Form 2553; wages subject to payroll tax but distributions may reduce SE tax.
- LLC electing C corp: subject to Michigan Corporate Income Tax (CIT) at 6% when receipts ≥ $350k or tax ≥ $100.
Michigan Flow-Through Entity (FTE) tax
Under MCL 206.801 et seq., partnerships, S corps, and LLCs taxed as such may elect a 4.25% entity-level tax. Election basics:
- Election binding for three years (per 2024 PA 216) unless revoked with Treasury approval.
- Applies to MI-source income allocable to individual owners; entity remits tax, owners claim refundable credit.
- Consider alignment with federal SALT deduction planning and payroll strategy.
No franchise tax: Michigan replaced the old MBT with CIT/FTE. LLCs don’t pay a privilege/franchise tax beyond these regimes.
BOI status (March 2025)
FinCEN’s interim final rule removed CTA BOI reporting for U.S.-formed entities. Domestic Michigan LLCs no longer file BOI reports. Only entities formed under foreign law that register in Michigan remain “reporting companies.” Document beneficial owners internally anyway—banks and investors still ask.
Maintenance, Amendments & Dissolution
Annual statement workflow
- File online (COFS) by February 15 each year.
- Fee $25 (LLC) / $75 (PLLC). Late fee $50.
- Skip first statement if you formed after September 30.
Common forms
| Action | Form | Fee |
|---|---|---|
| Change agent/office | CSCL/CD-520 (change) / CD-521 (resignation) | $5 |
| Amendment | CSCL/CD-715 | $25 |
| Restated articles | CSCL/CD-710 | $50 |
| Dissolution | CSCL/CD-730 (domestic) / 731 (foreign) | $10 |
| Restoration to good standing | CSCL/CD-770 / 771 | $50 + delinquent annuals |
Conversions/mergers: Michigan lets you convert between LLCs, corporations, and limited partnerships (see CSCL/CD-753 series). Plan tax consequences before filing.
Michigan Alerts & CTA Recap
Scam watch: “New Business Filing LLC” mailings
Michigan LLC owners receive official-looking letters demanding “annual statement fees.” These are private solicitations. Real notices come from LARA CSCL, list the entity ID, and direct you to Michigan.gov/LARA. Verify status via the official Business Entity Search before paying any mailed request.
When to call counsel
- Adding investors or selling membership interests (securities implications).
- Converting to S-corp taxation or adopting FTE election.
- Merging with another company or spinning off a series of LLCs.
- Restoring good standing after administrative dissolution.
Why Choose a Michigan LLC?
| Scenario | Michigan LLC | Michigan corporation | Delaware/Wyoming LLC |
|---|---|---|---|
| Local consultant / e-commerce | Easy $50 formation + $25 annual statement; flexible OA. | More formalities (board, bylaws); same $25 annual report due May 15. | Still need to register as foreign in MI → double fees. |
| Real estate holding | LLC allows separate property LLCs and clear member allocations. | Stock and board structure adds complexity without benefit. | Wyoming series may appeal, but lenders often want Michigan registration. |
| Startup planning S election | LLC can elect S-corp later; OA handles vesting and buy-sell. | Corporation may be better if raising VC; otherwise LLC is simpler. | If HQ is in MI, you still need MI authority and annual statements. |
Bottom line: If you operate in Michigan, forming here keeps fees low and compliance straightforward. Only choose Delaware/Wyoming if you truly need their courts or investor expectations—and be ready to register in Michigan anyway.
How I Help
- Drafting CSCL/CD-700, PLLC formations, and foreign authority filings.
- Custom operating agreements (single-, multi-member, manager-managed, PLLC-specific).
- Annual statement automation, resident agent changes, and reinstatements.
- Tax coordination for S-corp and FTE elections with Michigan CPAs.
- Conversions between LLCs and corporations; multi-entity structuring.
- CTA/BOI diagnostics for foreign-controlled entities.
Need a Michigan LLC roadmap? Save this hub or book a consult so we can tailor filings, agreements, and tax elections to your plan.