What is Michigan LLC Dissolution? |
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A Michigan LLC is created when the MI Secretary of State approves the Articles of Organization.
A record of the Michigan LLC is added to the list of LLCs which have officially registered with
the Michigan Secretary of State.
Once a LLC is registered with the Michigan Secretary of State, that LLC immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
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A Michigan LLC is created when the MI Secretary of State approves the Articles of Organization.
A record of the Michigan LLC is added to the list of LLCs which have officially registered with
the Michigan Secretary of State.
Once a LLC is registered with the Michigan Secretary of State, that LLC immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
If you've registered a Michigan LLC with the Michigan Secretary of State and want to cease business activities
you have to let the MI Secretary of State know that you intend to close your company.
Only after the MI Secretary of State has made sure that all of the obligations of the Michigan LLC have been fulfilled will
the Secretary of State approve of the closure of the company.
When the Michigan Secretary of State approves the closing of a MI LLC, that Michigan LLC is said to be
Dissolved.
The process of Dissolving a Michigan LLC is called Michigan LLC Dissolution.
A Michigan LLC must request a Tax Clearance from the Michigan Department of Treasury within 60 days after submitting a Certificate of Dissolution to the Michigan Secretary of State.
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Why do I need to Dissolve a Michigan LLC? |
As soon as a Michigan LLC is registered with the MI Secretary of State, that LLC is responsible for
recurring obligations of the Michigan Secretary of State and the Michigan Department of Treasury.
If the Michigan LLC does not file reports or pay taxes then that MI Limited Liability Company could be responsible for
penalties which go up as time goes by.
Unless you Dissolve your Michigan LLC with the Michigan Secretary of State that MI Limited Liability Company will be responsible for
all recurring fees and penalties.
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What do I have to do to Dissolve a Michigan LLC? |
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Michigan LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
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Michigan LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
There are things you need to do before you can request approval of LLC Dissolution from the Michigan Secretary of State;
and things that you have to do after the MI Secretary of State has approved Dissolution of the Michigan LLC.
What you have to do both before and after the Michigan LLC is Dissolved largely depends on if the Michigan LLC has commenced business
and how many assets, debts and liabilities, if any, that the MI Limited Liabilty Company has.
If the Michigan LLC has not commenced business then the MI Limited Liability Company Dissolution process is easier.
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What do I have to do before I Dissolve a Michigan LLC? |
Things you need to do before you Dissolve a Michigan LLC.
1. Hold a Members meeting and record a resolution to Dissolve the Michigan LLC
2. File all required Annual Reports with the Michigan Secretary of State
3. File all required tax returns with the Michigan Department of Treasury
4. Clear up any business debt
5. Pay all taxes and administrative fees owed by the Michigan LLC
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1. Hold a Members meeting and record a resolution to Dissolve the Michigan LLC
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If the Michigan LLC has any Members then a meeting should be held and a vote to Dissolve the Michigan Limited Liability Company taken.
Minutes of the meeting should be recorded and retained in the business records.
If the Michigan LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the Michigan LLC.
- We can transcribe and compile minutes or approvals into a form that is legally recognized by the Michigan Secretary of State.
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2. File all required Annual Reports with the Michigan Secretary of State
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The Michigan Secretary of State will not approve the Dissolution of a MI LLC until all required
reports have been filed.
- We can file any required Annual Report with the MI Secretary of State.
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3. File all required tax returns with the Michigan Department of Treasury
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The Michigan Secretary of State will not approve the Dissolution of any MI LLC until that LLC has
fulfilled all its tax obligations with the Michigan Department of Treasury.
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4. Clear up any business debts
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All creditors of a Michigan LLC should be given notice of the pending LLC Dissolution.
Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may
be submitted.
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5. Pay all taxes and administrative fees owed by the Michigan LLC
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The Michigan Secretary of State will definitely not approve the Dissolution of a Michigan LLC until all
outstanding taxes and applicable registration and administrative fees have been paid.
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What do I have to do after I Dissolve a Michigan LLC? |
Things you have to do after you Incorporate in Michigan.
1. Distribute all remaining assets of the Michigan LLC
2. Close all business bank accounts of the Michigan LLC
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the MI LLC's Federal Tax ID (EIN)
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1. Distribute all remaining assets of the Michigan LLC
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If the Michigan LLC has any remaining assets, these may be divided according to the Members' ownership interests
in the MI Limited Liability Company.
All distributions to LLC Members must be reported to the IRS.
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2. Close all business bank accounts of the Michigan LLC
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If there are any business accounts that have been opened for the Michigan LLC then those accounts must be closed.
If Company Business accounts are left open there may be liability and obligations of the Dissolved Michigan LLC which could
lead to legal problems down the line.
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3. Cancel all local business licenses and permits of the MI LLC
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If the Michigan LLC has obtained any state, regional, county or city business licenses or permits, each
of those must be cancelled to avoid any reporting or fiscal obligations of the Michigan LLC.
This includes business registration licenses as well as reseller permits.
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4. File IRS Form 966
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Most Dissolved Michigan LLCs must file IRS Form 966 with the US Internal Revenue Service.
If a Michigan LLC is required to file IRS Form 966, the filing is required within 30 days after the final Dissolution
plan is approved.
Filing IRS Form 966 lets the Federal Government know that the Michigan LLC has been legally Dissolved
so that it may take the appropriate actions.
- We can prepare IRS Form 966 for you to file.
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5. Cancel the IRS account associated with the MI LLC's Federal Tax ID (EIN)
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A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Michigan LLC.
Once the IRS links an EIN to a Michigan LLC, that EIN stays with the Michigan LLC even after the Company has been Dissolved by the
Michigan Secretary of State.
When the IRS processes the final tax return for the Michigan LLC, they automatically make the EIN inactive.
However, the account associated with the EIN is not automatically closed.
Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
If you should decide to revivie the Michigan LLC down the line then the IRS will reactivate the old EIN for your new Business.
Before a Michigan LLC can close an EIN account, it must be in Good Standing with the IRS.
The Michigan LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.
The Michigan LLC cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
- We can prepare the formal documents which you can sign and submit to the IRS in order to close the account
associated with your EIN.
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How long does it take to Dissolve a Michigan LLC? |
The time it takes to Dissolve a Michigan LLC varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the Michigan Secretary of State usually takes around 3- 5 business days to process the Certificate of Dissolution.
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The time it takes to Dissolve a Michigan LLC varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
The Michigan Secretary of State requires a Tax Clearance Certificate from the MI Department of Treasury before it will aprove the
Dissolution of a Michigan LLC.
The time it takes the MI Department of Treasury to process a request for a Tax Clearance Certificate depends on the tax status of the
Michigan LLC.
In some cases it could take 5-6 weeks to get a Tax Clearance Certificate from the Michigan Department of Treasury.
Once the initial actions are completed, the Michigan Secretary of State usually takes around 3- 5 business days to process the Certificate of Dissolution.
Processing times for Michigan LLC Dissolution filings vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of Michigan Dissolution filings takes the state around 3- 5 business days.
PLEASE NOTE: WE CANNOT GUARANTEE MICHIGAN SECRETARY OF STATE OR MICHIGAN DEPARTMENT OF TREASURY PROCESSING TIMES.
We are dependent on, and have no control over, the staff and systems of the Michigan Secretary of State or Michigan Department of Treasury.
In our experience 3- 5 business days is the time it usually takes the Michigan
Secretary of State to process a Michigan Dissolution filing.
We get your Michigan LLC Dissolution filing to the MI Secretary of State ASAP.
Once it is at the state we have no control over the Michigan Dissolution approval process.
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How much does it cost to Dissolve a LLC in Michigan? |
The total cost to Dissolve a Michigan LLC varies depending on exactly what is required for each specific
MI Dissolution.
We charge $224.00 plus any state fees for our Michigan LLC Dissolution services. This includes:
- Same day processing
- Transcribe minutes of Members meeting which proposes Dissolution
- Prepare and file Certificate of Dissolution with the Michigan Secretary of State
- Prepare US IRS Form 966 for you to sign and file
- Prepare documents to cancel Federal EIN account
- Certified copy of Dissolution filing from MI Secretary of State
- Priority Mail Delivery of all documents
- Unlimited Customer Support
We also offer these Michigan LLC Dissolution services separately as explained on the right side of this web page.
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What do I have to do if I want to Dissolve a Foreign LLC that is tied to a MI Domestic LLC? |
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If there are Foreign LLCs in states other than Michigan that are tied to the Domestic Michigan LLC then
each of those Foreign LLCs must be Dissolved before the Michigan LLC is legally Dissolved.
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How long before someone can use my LLC name in Michigan after I Dissolve? |
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A Michigan LLC company name becomes available for anyone to use when the Michigan Limited Liability is Dissolved by the Michigan Secretary of State.
There are no LLC company name protections in Michigan once a Michigan LLC has been Dissolved by the Michigan Secretary of State.
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Do I have to publish a Notice of Dissolution of the Michigan LLC? |
There are no state of Michigan requirements for the publication of a Notice of Dissolution of a Michigan LLC.
While the Michigan Secretary of State does not legally require the publication of a Notice of Dissolution of a Michigan LLC, publication is
a good way to notify anyone who might have a claim against the Michigan LLC.
Evidence of publication might prove useful down the line if someone makes a claim against the MI Limited Liability Company after
the Michigan LLC has been dissolved.
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