Form a Corporation in Michigan.

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Choosing a Corporation Name

Selecting the name of your new Michigan corporation is one of the first official steps toward actually conducting business in the Wolverine State. The business name you choose must be distinguishable from other business entities registered or reserved in Michigan (with some exceptions).

Your new business’ name may not state or imply that it is organized for any other purpose that what’s permitted by state law and laid out in its articles of incorporation. The name also cannot contain a word, phrase, abbreviation, or a derivative of a word or phrase whose use is forbidden or restricted by state law. The name must include one of the following terms or its abbreviation: “Incorporated,” “Corporation,” “Company,” or “Limited.”

Available corporate names may be reserved for up to 180 days for a $25 fee.

A Michigan corporation may also conduct business under an assumed name or DBA (“doing business as” name) that complies with the state’s corporate naming rules. Doing so requires filing a certificate of assumed name with the state secretary of state (along with the $10 fee), and must be periodically renewed.

The filing fee includes a $10 nonrefundable fee plus a $50 organization tax for the first 60,000 shares authorized in the new corporation’s articles of incorporation. If more shares are authorized, the organization portion of the fee increases in a graduated manner. For each additional 20,000 shares (or a portion thereof), the organization tax is $30 more. The maximum organization tax for the first 10 million shares is $5,000. Most incorporators simply authorize 60,000 shares and pay the minimum filing fee.

Articles of Incorporation

In accordance with the Michigan Business Corporation Act contained in Chapter 450 (Corporations) of the Michigan Compiled Laws, corporations must file articles of incorporation with the Michigan Department of Labor and Economic Growth, Bureau of Commercial Services, Corporation Division, before conducting business in the state.

The articles must be delivered by at least one of the incorporators, accompanied by the filing fee of $60 minimum, depending on the number of shares authorized. There must be at least one incorporator, who must be either a natural person of adult age (18) or a corporation. The incorporator does not have to be a director, officer, or shareholder of the corporation.

The following information must be included in the articles of incorporation:

  • The names and addresses of the incorporators
  • The mailing address of the corporation’s principal office
  • The street address and mailing address, if different, of the corporation’s initial registered office and the name of its initial registered agent at that office
  • The duration or lifespan of the corporation, if it is not perpetual
  • The aggregate number of shares that the corporation is authorized to issue
  • The designation of stock classes and series of shares, as well as their relative rights, if any
  • A statement of what authority the board of directors has (or doesn’t) to divide classes into series, if any

Michigan law allows a corporation to be formed for any lawful business activity. Althought it is required to state the business purpose, it is sufficient to state that the corporation may engage in any activity included in the purposes for which corporations may be legally formed under the Michigan Business Corporation Act. State law may have additional requirements for corporations that are formed for education-related purposes.

Michigan law also allows additional provisions to be included in the articles for managing the business and regulating the affairs of the corporation, as well as regulating the corporation’s powers, its board of directors, and shareholders

Registered Agent and Office

All corporations authorized to conduct business in Michigan must have and maintain both a registered office (which may be the same as its place of business) and a registered agent in the state-someone designated to receive official state correspondence, including notice if the corporation is “served” with a lawsuit. The registered agent must be either:

  • An individual resident in Michigan whose business office or residence is the same as the registered office
  • A domestic corporation, or
  • A foreign corporation authorized to transact business in Michigan and having a business office that is the same as the registered office


Bylaws describe the corporation’s basic managerial and legal operating principles. The corporation’s initial bylaws must be adopted by its incorporators, its shareholders, or its board of directors.

A Michigan corporation should keep a copy of its bylaws at its main executive office, but is not required to file them with the state. The bylaws may contain any provision for managing the business and regulating the affairs of the corporation that’s not in conflict with law or the articles of incorporation.

The board of directors or the shareholders may adopt, amend, or repeal bylaws, unless the articles of incorporation or the bylaws reserve this right to the shareholders. At its initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on. Bylaws normally address:

  • Shareholders and directors meetings
  • The authority, number, and tenure of directors
  • Voting procedures
  • The duties, responsibilities, and tenure of officers
  • How stock is issued
  • How and when annual financial information is provided to shareholders


Officers must be named in the bylaws or elected by the board of directors. As a minimum, there must be a president, a secretary, and a treasurer; if desired, the corporation may have a chairman of the board, one or more vice presidents, and other officers as set forth in the bylaws or as decided by the board of directors

Officers may appoint other officers in compliance with the bylaws. If the articles of incorporation and the bylaws allows it, an officer may hold multiple offices in the corporation, but they may not sign any documents in more than one capacity.

At least one officer should be designated as responsible for preparing minutes of the directors’ and shareholders’ meetings, and for maintaining and authenticating corporate records.

Requirement Reports

A report must be filed with the Michigan Secretary of State no later than May 15 of each year (except for the first year of incorporation) indicating:

  • . The corporation’s name
  • . The registered in-state office address
  • . The name of the corporation’s resident agent at that office in this state
  • . The general nature of the business in which the corporation is engaged
  • . The names and addresses of the directors, president, secretary, and treasurer
  • . For foreign corporations authorized to transact business in the state, the total number of authorized shares and the most recent percentage used in computation of the tax required by the single business tax act

Within four months of the end of the corporation’s fiscal year, it must also send a financial report to its shareholders with its end-of-year balance sheet, state of income, and any other information required by state law.


Michigan imposes a Single Business Tax (SBT) on both corporate and noncorporate business income as the only general business tax levied by the state. The SBT replaced net income-based taxation with value-added taxation, which levies taxes on a “services consumed” or “benefits received” basis. It was enacted in 1976 to replace seven business taxes, including the corporate income tax. In 1999, the governor signed legislation to phase out the SBT by 2022.

Learn more about incorporating in Michigan

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of formation.

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Commonly Asked Questions For Starting a Michigan Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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