In order to register as a Foreign LLC in the state of Michigan, you must first prove that you are registered in another state as a Domestic LLC.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic LLC.  Cost of a Good Standing Certificate for your Domestic LLC varies from state to state.



If the date on your Good Standing Certificate is older than 30 days then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a Michigan Foreign LLC.

You can use the same name in Michigan that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.  Your Michigan Foreign 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 Foreign 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 Foreign LLC name must not imply that it was formed for a purpose other than that stated in the Articles of Organization for your Domestic LLC and your Michigan Foreign LLC name must not be a name that is likely to mislead the public.

The name of a Michigan Foreign LLC must include the word "Limited Liability Company" or or the abbreviation "LLC" or "L.L.C.".

It's important to choose a good name for your Michigan Foreign LLC because if you want to change it after you qualify you will have to file amended documents with the Michigan Secretary of State (and pay a fee).

In order to Qualify as a Foreign LLC in Michigan you must file Registration Documents with the Michigan Secretary of State.  In Michigan the registration documents are named "Application for Certificate of Authority to Transact Business in Michigan".

The registration documents must include certain specific information about your Michigan business.  If the LLC Registration Documents do not conform exactly to state of Michigan Foreign LLC requirements they will be rejected. 

If you need to change any of the information on your registration documents after your Michigan Foreign LLC has been approved, you may amend the registration documents for your Michigan Foreign LLC but you will have to pay a fee to the state of Michigan in order to make the changes official.

The Michigan Corporate Income Tax Rate is 4.95%.  You may choose that your Michigan Foreign LLC is to be taxed as a C Corporation or S Corporation. 

A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Corporations. 

You may choose to have your Michigan Foreign LLC taxed as a S Corporation.  S Corporations "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.

If you form a Single Member Michigan Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Michigan Foreign LLC will be taxed as a Sole Proprietorship.  If you form a Multiple Member Michigan Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Michigan Foreign LLC will be taxed as a Partnership.

Note that forming a Michigan Foreign LLC doesn't take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Michigan Foreign 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 Foreign LLC within Michigan you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Michigan Foreign 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 Foreign 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 Foreign 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.

The Michigan Annual Report includes basic information about your Michigan Foreign LLC including information on your business location as well as the names of the Officers and Directors.

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 Foreign 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 Foreign LLC Annual Report to the Michigan Secretary of State by the due date.

Foreign LLCs that either do business in the state of Michigan or that derive income from sources within the state of Michigan are subject to Michigan and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Michigan, you must allocate the amount of income derived from the state of Michigan in order to determine your Michigan state taxes.