How to file a Michigan annual report

In Michigan, the annual filing requirement is officially referred to as an Annual Statement for Limited Liability Companies (LLCs) and an Annual Report for corporations. The Michigan Department of Licensing and Regulatory Affairs (LARA) requires these filings to maintain current business records and ensure regulatory compliance. 

This mandatory submission updates essential business information, including registered agent details, business addresses, and management information.

Who must file?

Michigan's annual report filing requirements apply to most business entities operating within the state, whether they were formed in Michigan or are conducting business as foreign entities.

Required entities that must file annual reports:

• Domestic corporations (profit and nonprofit)
• Domestic LLCs and Professional LLCs (PLLCs)
• Foreign corporations registered to do business in Michigan
• Foreign LLCs qualified to conduct business in Michigan
• Professional corporations and other professional entities

Exemptions from filing:

• Sole proprietorships (not formal entities)
• General partnerships (unless registered as limited liability partnerships)
• Entities that have been administratively dissolved or suspended
• Businesses in inactive status (subject to specific statutory definitions)
• Certain governmental entities and charitable organizations may have partial exemptions

Authorized filers include:

• Business owners, officers, directors, or managers
• Registered agents on behalf of the entity
• Attorneys or accountants representing the business
• Third-party service providers with proper authorization
• Any person with legal authority to act on behalf of the entity

Note that maintaining good standing requires timely filing regardless of business activity level. Even dormant businesses must file annual reports to maintain their legal status and protect their name.

How to file

Michigan offers multiple filing methods, with online submission being the preferred and most efficient option for completing your annual report. Follow this step-by-step online filing process:

1. Access Michigan's Corporations Online Filing System (COFS) through the LARA website
2. Log in using your Customer ID Number (CID) and PIN (recovery services available if lost)
3. Locate your business entity using the search function or entity identification number
4. Review pre-populated information and update any changes to addresses, officers, or registered agent details
5. Submit payment via credit or debit card for the required filing fee
6. Save your confirmation receipt and file reference number for your records

Alternatively, you can file through mail by completing the pre-printed form sent to your registered agent approximately 90 days before the deadline, including payment by check or money order, and mailing to the designated LARA address. 

In-person filing is also available. Just submit completed forms and payment directly at LARA offices during business hours.

Due dates and deadlines

Michigan uses entity-specific deadline systems based on the type of business organization, with fixed annual due dates rather than anniversary-based filing.

Filing fees

Michigan's annual report fees vary by entity type, with additional charges for expedited processing services, but not by filing method. Most entities pay $25, while nonprofit corporations pay $20.

Required information

The specific information required for your annual report depends on your entity type, but certain universal requirements apply to all businesses. This includes: 

• Complete legal business name as registered with the state
• LARA-assigned entity identification number
• Current registered agent name and Michigan street address
• Principal business address (cannot be a P.O. Box)
• Current contact information for the business

Entity-specific requirements include: 

• Corporations: Names and addresses of all current officers and directors, business purpose statement, number of authorized shares (for foreign corporations), and signature of authorized officer with title
• LLCs: Names and addresses of managers or members with management authority, confirmation of registered office information, and signature of authorized person with title
• Professional LLCs: All LLC requirements plus certification that members and managers maintain proper professional licenses, additional professional licensing information

Michigan accepts electronic signatures for online filings and does not require wet-ink signatures for paper submissions. The person signing must have legal authority to act on behalf of the entity and should include their printed name and title with the signature.

Consequences of not filing

Failing to file your Michigan annual report triggers escalating penalties that can ultimately result in administrative dissolution and loss of your business's legal status. This immediately leads to:

• Late fees: $10 per month (maximum $50 for most entities, flat $50 for professional LLCs)
• Noncompliant status: Entity marked as "noncompliant" in public records
• Good standing loss: Inability to obtain certificates of good standing
• Administrative proceedings: After two consecutive years of non-filing, LARA initiates dissolution

If you remain uncompliant, you risk the following long-term consequences:

• Administrative dissolution after two consecutive missed years
• Loss of business name protection and exclusive use rights
• Contract enforceability issues due to a lack of legal standing
• Banking and lending complications
• Professional license and business permit revocation
• Court access limitations for business operations

To reinstate your entity, you must file all delinquent annual reports with applicable fees and penalties, submit a Certificate of Restoration of Good Standing (LLCs) or Certificate of Renewal (corporations), and pay a $50 reinstatement fee plus all back fees.

FAQs about Michigan’s annual report

Can I file early or request an extension?

You can file as early as 90 days before the deadline when online filing opens, and early filing is encouraged. However, Michigan does not offer extensions for annual report deadlines under any circumstances.

What if I need to amend information after filing?

If you discover errors or need to update information after filing, you must submit a separate amendment form rather than waiting for the next annual report. Amendment forms are available through the COFS system with separate filing fees.

How do I obtain a certificate of good standing?

Certificates of good standing are only available to entities that are current with all filings and fees. Request them through the COFS system or by written request to LARA once your annual report is processed.

Is multi-year filing available?

No, Michigan requires an annual filing each year. You cannot file for multiple years in advance, and each year's report must be submitted separately.

Discern automates your Michigan annual report

Michigan's annual report filing creates a complex web of entity-specific deadlines with varying fees and information requirements, making manual tracking prone to error. The state's strict no-extension policy for LLCs and limited extensions for corporations compound the risk of costly penalties and administrative dissolution.

This complexity is exactly what Discern helps you solve. Our platform tracks your specific entity deadlines with customizable alerts at 90, 60, and 30-day intervals, pre-fills forms with your current entity data, and manages compliance across all Michigan entity types from a centralized dashboard. 

Ready to transform your ongoing compliance in Michigan and beyond? Book a demo with Discern today.