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PCF makes it fast, easy and cost-efficient to Form a LLC in Michigan
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AND keep up with recurring Michigan LLC requirements
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PCF has helped thousands of businesses successfully form a LLC Online
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Choose PCF to help you form your Michigan LLC and we will notify you each year well in advance of the due date for
any required Michigan LLC reporting requirements
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If you're ready to form a Michigan LLC online now
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Check our Michigan LLC options and prices
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If you need more information about forming a Michigan LLC online, the information below may help you understand the requirements and implications of
forming a LLC in Michigan.
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Do I need a lawyer to form a Michigan Limited Liability Company (LLC)
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The short answer is no.
The state of Michigan does not legally require a lawyer to form a
Michigan LLC.
Our detailed LLC Information page may help you understand some
of the implications of forming a Michigan LLC.
However, if there is anything about forming an LLC in Michigan
that you're not sure about you should seek the advice of a competent Michigan lawyer, a Michigan accountant,
or both before you form a LLC in Michigan.
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Once you have made the decision to form a LLC in Michigan, a Michigan lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new Michigan LLC.
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Put the money you save with PCF right where it belongs
into your new Michigan LLC
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If you're not 100% satisfied with our service we'll give you your fees back
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What do I have to do to form a Michigan Limited Liability Company (LLC)
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1. Choose a name for your Michigan LLC
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- PCF will check to make sure that your Michigan LLC name is available, conforms to state of Michigan LLC naming
regulations, and will reserve the LLC name with the Michigan Secretary of State.
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Your Michigan LLC name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Michigan LLC name that you choose must be distinguishable from the name of any other registered Michigan LLC or other
business entity and the name must also be different from any reserved names on record with the state of Michigan.
Your Michigan LLC name must not imply that it was formed for a purpose other than that stated in your
Articles of Organization and your Michigan LLC name must not be a name that is likely to mislead the public.
Your Michigan LLC name must contain, as the last words of the name, "Limited Liability Company" or the abbreviation
"L.L.C." or "LLC".
The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co."
It's important to choose a good name for your Michigan LLC because if you want to change it after you form your Michigan LLC you
will have to file amended Articles of Organization with the Michigan Secretary of State (and pay a fee).
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2. Select an official address and a Registered Agent for your Michigan LLC
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- PCF can act as the official Registered Agent for your Michigan LLC.
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Every Michigan LLC must have an address that is physically located in the state of Michigan.
This address is "registered" with the Michigan Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Michigan to receive all correspondence on behalf of the Michigan
LLC is called a "Registered Agent".
You may act as your own Registered Agent, however, many Michigan LLCs hire a Registered Agent because they don't have a physical
address within the state of Michigan.
Some Michigan LLCs hire an outside Registered Agent to provide a distinct level of privacy.
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3. Determine who will be Members and who will Manage your Michigan LLC
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- PCF will include Guidelines for Managers in your Michigan LLC documents.
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The owners of a Michigan LLC are called Members - not partners or shareholders.
(Michigan LLCs do not issue stock).
Members make all business decisions and realize the financial benefits generated by the Michigan LLC.
Division of ownership and distribution of profits are decided by private agreement among the members.
Each Michigan LLC must have at least one member.
Members need not live in the state of Michigan or be citizens of the United States.
Managers are responsible for the day to day operation of the Michigan LLC.
Members elect or appoint Managers and have the power to remove them.
Managers may or may not be Members of the Michigan LLC.
Management for your Michigan LLC may be defined in your Articles of Organization or, more commonly, in an Operating Agreement.
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4. Determine how you want to be taxed
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The IRS does not recognize an LLC as a classification for federal tax purposes.
Michigan LLC members can elect for the IRS to tax the LLC as a sole proprietorship, partnership, C Corporation, or S Corporation.
This decision may be made after the Michigan LLC is created.
If a single member Michigan LLC does not declare a tax classification it is taxed the same as a sole
proprietorship.
A multiple member Michigan LLC that does not declare a tax classification is taxed as a general partnership.
More specific federal LLC tax information can be found at the
IRS web site.
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| The Michigan Corporate Income Tax Rate is 4.95%. For Michigan Corporate Tax Information click here. |
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5. File Articles of Organization with the Michigan Secretary of State
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- PCF can draft Articles of Organization that are specific to your Michigan business and file them with the Michigan Secretary of State.
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A Michigan Limited Liability Company is a type of business that is authorized by the state of Michigan - not by the federal government.
In order to form a LLC in Michigan you must file Articles of Organization with the Michigan Secretary of State.
The Articles of Organization must include certain specific information about your Michigan LLC.
If the Articles do not conform exactly to state of Michigan requirements they will be rejected.
You may subsequently amend the Articles of Organization for your Michigan LLC but you will have to pay a fee to the state of
Michigan in order to make the changes official.
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6. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your Michigan LLC.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Michigan LLC.
All Michigan LLCs electing to be taxed as a C-Corporation or S-Corporation are required to have an FEIN.
If you do not elect to have your Michigan LLC taxed as a Corporation you may still need to get a FEIN if it is composed of multiple members or
if you plan to have employees.
If you plan to form a single-member Michigan LLC you may not need a separate FEIN for the LLC if you have no employees.
The sole member of a single member Michigan LLC may be able to use his or her Social Security Number instead of applying for an FEIN.
You may request an EIN for your Michigan LLC for banking or state tax purposes, but an FEIN may not be required for federal tax purposes depending
on your business circumstances.
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What do I have to do after I form my Michigan LLC
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1. Conduct an Organizational Meeting and adopt an Operating Agreement
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- PCF can draft an initial Operating Agreement for your Michigan LLC that is based on your specific Michigan
business requirements.
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An Operating Agreement defines the rules by which your Michigan LLC will operate.
It is the core document that is referred to when issues concerning your LLC need to be resolved.
Operating Agreements may include requirements for almost anything that involves the management and operation of your Michigan LLC.
By having an Operating Agreement all Members will be provided with a clear set of rules they have agreed upon thus reducing the likelihood of
disagreement in the future.
Items commonly included in an Operating Agreement for a Michigan LLC:
- Rights and duties of Members
- Member contributions
- Record keeping and reporting requirements
- Distribution of profits
- Allocation of losses
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- Management duties
- Meeting requirements
- Voting requirements
- Admission and termination of Members
- Dissolution procedures
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Although an Operating Agreement is not required in the state of Michigan, if you plan to form a multiple member Michigan LLC
it is highly advisable to have one.
Having an Operating Agreement will save you a lot of time and money should conflict arise down the line.
As your Michigan LLC grows over time, you may amend your Operating Agreement as necessary.
When your Michigan LLC has an Operating Agreement your business will be governed by your own rules and not some canned business rules created by
the state of Michigan.
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2. Open a Business Bank Account in Michigan
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It's very important that you have a separate business bank account for your Michigan LLC.
Mixing personal and business funds may get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
In most cases you will need a FEIN, a copy of your Michigan LLC Articles of Organization, and a resolution identifying authorized signers
if those names are not listed in the Articles.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming a Michigan LLC doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Michigan LLC merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Michigan LLC you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Michigan LLC vary depending on your business activities
and the specific locations within the state of Michigan in which you want to conduct business.
If your Michigan LLC will be selling products in Michigan you may be required to obtain a Reseller's Permit from the appropriate
Michigan state agency.
If your Michigan LLC will be selling products in Michigan you will also be responsible for all applicable local and state of Michigan
sales taxes if there are any.
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4. File the required Michigan LLC reports
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Each Michigan LLC must file an Annual Report with the Michigan Secretary of State.
The Michigan Annual Report includes basic information about your Michigan LLC.
Failure to submit a properly completed Michigan Annual Report to the Michigan Secretary of State on or before the
due date may subject the Michigan LLC to being administratively dissolved in the state of Michigan or having its authority to
transact business in the state of Michigan revoked by the Michigan Secretary of State.
Penalties may accrue if you fail to file any Michigan LLC Annual Report to the Michigan Secretary of State
by the due date.
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5. Keep proper records of your Michigan LLC on file
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Keep the following records on file and available at the principal business office of your Michigan LLC:
- Names and addresses of all Members and Officers of the Michigan LLC
- Articles of Organization for the Michigan LLC and any Amendments to them
- Copies of all tax returns and reports for the Michigan LLC for the last 3 years
- If the Michigan LLC has an Operating Agreement, a copy of the Operating Agreement and any Amendments
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Michigan Foreign LLC Qualification
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You want to do business in the state of Michigan but are registered as a Domestic Corporation or LLC in another state.
In order to legally conduct business in the state of Michigan you must register with the Michigan Secretary of State as
a Michigan Foreign Corporation or LLC.
The process of registering as a Foreign Corporation or LLC in the state of Michigan is called Michigan Foreign Qualification.
The process of Michigan Corporation or LLC Foreign Qualification is similar to the process of forming a Domestic Corporation or LLC in the state of Michigan.
Your original formation documents and Corporate Bylaws, or Operating Agreement for LLCs, apply to your Michigan Foreign Corporation or LLC.
The Board of Directors and Officers of your Domestic Corporation, or Members and Managers in the case of LLC, have the same roles in the Michigan Foreign Corporation or LLC.
For specific requirements to qualify as a Foreign LLC in the state of Michigan click here.
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