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Form an LLC in Michigan.

$49 + State Fee & 1st Year FREE Registered Agent

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Your LLC’s Name

Your new LLC’s name must be distinguishable any other business name that is either registered or reserved with the Michigan Bureau of Commercial Services, Corporations Division

The name must include, at the end of the name, the words “Limited Liability Company,” or it must include either the abbreviation “LLC” or “L.L.C.” It may not, however, include the words “corporation” or “incorporated,” or the abbreviations “inc.” or “corp.”

It is also not allowed to include a word or phrase that states or implies that it is organized for some purpose other than a legal business purpose, nor can it contain a word, phrase, abbreviation, or derivative whose use is prohibited by any other state statute.

You can reserve an available LLC name for up to six months for a fee of $25.

Articles of Organization

Forming your Michigan LLC means that you have to file articles of organization. The certificate must be executed (signed) by at least two of the organizers and delivered, along with a copy and the $50 nonrefundable filing fee, to the Bureau of Commercial Services, Corporations Division, of the Michigan Department of State. The articles must include:

  • The LLC’s name
  • The purpose for which the LLC is being organized
  • The title or capacity of the signers
  • Whether the LLC will be of limited duration or perpetual
  • The street address, including county, of the LLC’s initial registered office
  • The name of the LLC’s registered agent at the LLC’s registered office
  • Whether the LLC will be member-managed or manager-managed

It can also list other items-even ones that are included in the operating agreement-if the members so desire, as long as they don’t conflict with state law.

An organizer is allowed to be any natural person, or it may be a legal or commercial entity. The organizer is not required to be a member of the LLC, but there must be at least two organizers of some type.

Registered Agent and Office

A Michigan LLC must at all times have a designated registered agent in the state-someone to receive official state legal and administrative correspondence on behalf of the LLC. A registered agent in Michigan may be an individual state resident whose business office or residence is the same as the registered office, or a corporation or LLC having a business office that is the same as the registered office:

The registered office may be-but does not have to be-the LLC’s place of business. However, the registered agent must maintain a registered office that is identical with the business office.

Operating Agreement

The LLC’s second most important document is its operating agreement, which can be changed by the members as set forth by the agreement itself or applicable state law. Having an operating agreement is not legally required by the state, but it’s a vitally important internal document that sets forth how the LLC will run.

The operating agreement needs to list the LLC’s members, how much each one has invested, how any profits will be distributed, and how much relative weight each member has when voting.

The operating agreement may also include requirements for meetings (notice, quorum, voting rules, etc.) and similar functions, but it doesn’t have to. Usually, though, it does include operating constraints and allowances already contained in state law and policy. It also may contain constraints on the members’ authority to change or repeal the operating agreement or a provision thereof. If there is more than one member, the operating agreement must initially be unanimously approved in writing.

Membership in the LLC

A Michigan LLC must have at least one member, and each member must be a natural person. Someone may be admitted as a member of an LLC either when it is formed (by signing the initial operating agreement) or, after the LLC is formed, by complying with the operating agreement. Unless the operating agreement specifies differently, a unanimous vote of all the members is required to admit a new member. If the operating agreement does not address this situation, a unanimous vote of all members who are entitled to vote can also bring in someone new.

A member can acquire an interest in proportion to their contribution, or in some other manner set forth in the LLC’s operating agreement. Becoming a member usually requires a contribution of cash, property, services rendered to the LLC, or a promissory note or obligation to contribute one of these. However, an LLC in Michigan is allowed to admit a member who does not make a contribution or take on an obligation to make a contribution if the members decide to do so.

An LLC member can only resign as permitted in the certificate of organization or operating agreement, which usually specify a minimum membership time before a member may resign.

Ongoing Requirements

Michigan LLCs need to keep the following types of records open to inspection at its office:

  • Names and addresses of all members and managers.
  • A copy of the articles of organization, together with any amendments to the articles, that were filed with the Michigan Secretary of State.
  • Copies of the LLC’s federal, state, and local tax returns and reports, if any, for the most recent three years.
  • Copies of any LLC financial statements for the most recent three years.
  • Copies of operating agreements.
  • Copies of records that would help a member determine the members’ relative` shares of the limited liability company’s distributions and the members’ relative voting rights.

Dissolution

A Michigan LLC is dissolved when any one of the following events occurs:

  • Event(s) or a time specified in the articles of organization or operating agreement
  • Unanimous written agreement to dissolve
  • Event that makes it illegal for the LLC to continue
  • Judicial decree ordering dissolution

Taxes

An LLC does offer some tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation. Instead, it can be a “pass-through” entity so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.

Unless you choose for some reason to have your LLC taxed as as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you decide to have the LLC taxed as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you like, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.

The LLC tax rate for Michigan is variable and is based on Michigan taxable net income.

Learn more about forming an LLC in Michigan

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silver

$49

+ $50 (state fee)

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

FREE Registered Agent for 1st Year Registered Agent service includes 1 full
year not the typical 6 months that some
of our competitors advertise.

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Gold

$149

+ $50 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $50 (state fee)

everything from
silver & gold+

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Expedited Filing Expedited processing speeds the turn- around time for your order.

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

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Michigan LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
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-US Residents allowed to own a Corporation of 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 LLC 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 LLC?

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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