Do I need a lawyer to Incorporate in Michigan? |
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The short answer is no.
The state of Michigan does not legally require a lawyer to form a
Michigan Corporation.
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The short answer is no.
The state of Michigan does not legally require a lawyer to form a
Michigan Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a Michigan Corporation.
However, if there is anything about Incorporating 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 Incorporate in Michigan.
Once you have made the decision to Incorporate 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 All Business Documents
to perform these services and save money that you can use in your new Michigan Corporation.
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Do I have to Reserve a Company Name before I Incorporate in Michigan?
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You are not legally required to reserve a Company Name for a new Michigan Corporation before you submit your application to Incorporate in
Michigan.
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You are not legally required to reserve a Company Name for a new Michigan Corporation before you submit your application to Incorporate in
Michigan.
Whether or not you need to reserve a company name for your new Michigan Corporation depends entirely on your business situation.
The Michigan Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Michigan Company Name.
Click here for more information on
Michigan Company Name Reservation The name of a Michigan Corporate must include one of these words: "Corporation", "Company", "Incorporated" or "Limited" or one of these abbreviations: "Corp.", "Co.", "Inc.", or "Ltd."
A Michigan Corporation may transact business under an assumed name that complies with the state of Michigan Corporation naming conventions.Â
This requires filing a certificate of assumed name with the Michigan Secretary of State, along with the appropriate filing fee.
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What if the Michigan Corporation Name I want is already taken?
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If the Name you have chosen for your new Michigan Corporation is already in use by a currently active
Michigan Corporation or LLC, and you still want to use that Corporation Name, then you will have to register a DBA Name with the Michigan Secretary of State. "DBA" is an abbreviation for "Doing Business As."
In Michigan a DBA Name is called a Assumed Name.
We verify that the Name you have chose for your new Michigan Corporation is available before we submit
your Incorporation filing to the Michigan Secretary of State.
If necessary we can register a Assumed Name in Michigan for you so that you can open your new Michigan business as quickly as possible.
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What do I have to do to Incorporate in Michigan?
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8 things you have to do in order to Incorporate in Michigan.
1. Choose a name for your Michigan Corporation
2. Select an official address and a Registered Agent for your Michigan Corporation
3. Choose a Board of Directors for your Michigan Corporation
4. Decide who will be Officers for your Michigan Corporation
5. Determine how you want your Michigan Corporation to be taxed
6. File Articles of Incorporation with the Michigan Secretary of State
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
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1. Choose a name for your Michigan Corporation
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Your Michigan Corporation 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 Corporation name that you choose must be distinguishable from the name of any other registered Michigan Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Michigan.
Your Michigan Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Michigan Corporation name must not be a name that is likely to mislead the public.
The name of a Michigan Corporate must include one of these words: "Corporation", "Company", "Incorporated" or "Limited" or one of these abbreviations: "Corp.", "Co.", "Inc.", or "Ltd."
A Michigan Corporation may transact business under an assumed name that complies with the state of Michigan Corporation naming conventions.Â
This requires filing a certificate of assumed name with the Michigan Secretary of State, along with the appropriate filing fee.
It's important to choose a good name for your Michigan Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the Michigan Secretary of State (and pay a fee).
We will:
- Check to make sure that your Michigan Corporation name is available
- Make sure your Michigan Corporation name conforms to state of Michigan regulations
- Reserve your Michigan Corporation name with the Michigan Secretary of State
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2. Select an official address and a Registered Agent for your Michigan Corporation
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Every Michigan Corporation 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
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Michigan Corporations hire a Registered Agent because they don't have a physical
address within the state of Michigan or to provide a distinct level of privacy.
- We can act as the official Registered Agent for your Michigan Corporation.
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3. Choose a Board of Directors for your Michigan Corporation
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All Michigan Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Michigan Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your Michigan Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of Michigan or shareholders of the Michigan Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your Michigan Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your Michigan Corporation
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The Board of Directors elects Officers for your Michigan Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Michigan Corporation.
Officers handle the day to day operation of the Michigan Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Michigan Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
Each Michigan Corporation must have at least a President, Secretary and Treasurer.
Any Officer of the Michigan Corporation may simultaneously hold more than one office but may not sign a document required by law, the Articles of Incorporation or the Corporate Bylaws in more than one capacity.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the Michigan Corporation.
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5. Determine how you want your Michigan Corporation to be taxed
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The Michigan Corporate Income Tax Rate is 4.95%.
You may form an S Corporation in Michigan.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any Michigan Corporate Income Tax.
Click here for more Michigan Corporate Tax Information .
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- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Michigan Corporation and include it with
your Incorporation documents.
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6. File Articles of Incorporation with the Michigan Secretary of State
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In order to form a Corporation in Michigan you must file Articles of Incorporation with the Michigan Secretary of State.
The Articles of Incorporation must include certain specific information about your Michigan business. If the Articles do not conform exactly to state of Michigan requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your Michigan Corporation but you will have to pay a fee to the state of
Michigan in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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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 Corporation.
All Michigan Corporations are required to have an FEIN.
- We can obtain an FEIN for your Michigan Corporation.
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8. Issue Stock Certificates to the Initial Shareholders
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Corporate stock is evidence of ownership of a Michigan Corporation.
When you form your Michigan Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small Michigan Corporations hold 100% of the shares.
Stockholders in a Michigan Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Michigan Corporation is able to make all Corporate business decisions.
Michigan Corporations usually hold at least 51% of the corporate stock in order to retain control of the Michigan Corporation.
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What do I have to do after I form my Michigan Corporation? |
6 things you have to do after you Incorporate in Michigan.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in Michigan for your MI Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required Michigan Corporation reports
6. Keep proper records of your Michigan Corporation on file
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your Michigan Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the Michigan Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the Michigan Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Michigan law or
the Michigan Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal Michigan office.
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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 Corporation.
Mixing personal and business funds can 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.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your Michigan Incorporation package.
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Note that forming a Michigan Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Michigan Corporation 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 Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Michigan Corporation 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 Corporation 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 Corporation 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. Hold Meetings of Shareholders and Directors of each year.
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Every Michigan Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the Michigan Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
Michigan Corporation a lot of potential trouble.
- We can transcribe the minutes of any meeting of your Michigan Corporation into a form that complies with all
state of Michigan requirements.
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5. File the required Michigan Corporation reports
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| An initial Michigan Corporation Annual Report must be submitted to the Michigan Department of Licensing and Regulatory Affairs by May 15 after the year in which the MI Corporation's Articles of Incorporation were approved. | All Michigan Corporations must file an Annual Report with the MI Department of Licensing and Regulatory Affairs EACH year
The Michigan Corporation Annual Report is due by May 15 each year. | Section 922(1) of the Michigan Business Corporation Act provides that if a domestic MI Corporation fails to file its annual report and filing fee for two years, the MI Corporation will be automatically dissolved by the Secretary of State 60 days after the expiration of the 2-year period.
Section 922(2) of the Michigan Business Corporation Act provides that if a MI Foreign Corporation fails to file its annual report and filing fee for one year, its Certificate of Authority is subject to revocation by the Michigan Secretary of State 60 days after the expiration of the 1-year period. |
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We can fill out and file any Annual Report with the Michigan Secretary of State after your Michigan Business gets going.
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6. Keep proper records of your Michigan Corporation on file
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Keep the following records on file and available at the principal business office of your Michigan Corporation:
- Names and addresses of all Directors and Officers of the Michigan Corporation
- Articles of Incorporation for the Michigan Corporation and any Amendments to them
- Corporate Bylaws for the Michigan Corporation and any Amendments to them
- List of current shareholders of the Michigan Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Michigan Corporation
- Copies of all tax returns and Annual Reports for the Michigan Corporation for the last 3 years
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What information do I need in order to Incorporate in Michigan? |
In order to Incorporate in Michigan you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
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In order to Incorporate in Michigan you'll need the following information about your new Company:
- The name of your new Michigan Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in Michigan (not a PO Box)
- Name and address of your Michigan Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the Michigan Corporation
- Names and addresses of the initial Directors of the Michigan Corporation
- The number of shares of stock that the Michigan Corporation will be authorized to issue
Remember - ALL the information that you provide when you Incorporate in Michigan becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in Michigan.
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How long does it take to Incorporate in Michigan? |
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Processing times for new Michigan Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Michigan Articles of Incorporation takes the state around 5-7 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Michigan LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE MICHIGAN SECRETARY OF STATE PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Michigan Secretary of State.
In our experience 5-7 business days is the time it usually takes the Michigan Secretary of State to process
a new Michigan Corporation application.
We get your Michigan Corporation application to the MI Secretary of State ASAP.
Once it is at the state we have no control over the new Michigan Corporation application process.
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Are there any Expedited Processing Options for new MI Corporation Filings?
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The Michigan Secretary of State offers four expedited processing options for your new Michigan Corporation application:
- $1,000 - One hour service
- $500 - Two hour service
- $100 - Same day service
- $50 - 24 hour service
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How much does it cost to Incorporate in Michigan? |
The state of Michigan charges $76.00 to Incorporate in MI.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the MI Secretary of State.
If you choose All Business Documemnts to help you Incorporate in Michigan our processing fees are $125.00.
We start processing your new Michigan Corporation order as soon as we get it.
Total cost includes:
- MI Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Michigan Secretary of State
- Certified Copies of Articles
- Michigan Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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What is a Michigan Professional Corporation? |
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Michigan then you will
most likely need to form a Michigan Professional Corporation.
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Michigan then you will
most likely need to form a Michigan Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the Michigan Secretary of State.
Depending on exactly what it is that you want to do in Michigan, approval from a specific Michigan state agency or board may be required before the MI Secretary of State will approve a new
Michigan Professional Corporation filing.
This could add to the total processing time for a new Michigan Corporation.
Click here for more information on a
Michigan Professional Corporation.
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Michigan Foreign Corporation Qualification |
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You want to do business in the state of Michigan but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Michigan you must register with the Michigan Secretary of State as
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You want to do business in the state of Michigan but are registered as a Domestic Corporation 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.
The process of registering as a Foreign Corporation in the state of Michigan is called Michigan Corporation Foreign Qualification.
The process of Michigan Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Michigan.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Michigan Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Michigan Foreign Corporation.
Click here for specific requirements for
Michigan Corporation Foreign Qualification.
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