How to form an LLC in Michigan

How to form an LLC in Michigan

Michigan charges $50 to file LLC Articles of Organization (Form CSCL/CD-700), whether you file online or by mail. Since June 23, 2025, online filings run through the MiBusiness Registry Portal, which replaced the state's prior filing system and requires a MiLogin for Business account.

Michigan LLCs are pass-throughs under the federal default classification, face no franchise tax, and can reset management and voting terms by operating agreement. LARA handles formation and ongoing filings, and the recurring state obligation is a single annual statement each February.

Michigan LLC formation requirements

Formation comes down to three steps: a compliant name, a resident agent with a Michigan registered office, and Articles of Organization filed with LARA. Everything else, including an operating agreement, is optional under state law but worth doing.

Requirement

Details

Deadline/timeline

LLC name

Must include "limited liability company," "L.L.C.," "L.C.," "LLC," or "LC" and be distinguishable from existing entities

Before filing

Resident agent

Michigan resident or authorized business entity whose office or residence is the registered office

At formation

Articles of Organization

Form CSCL/CD-700 filed with LARA; $50 fee

Required for legal existence

Operating agreement

Not required to form the LLC; the LLC Act defines an operating agreement as a written agreement

No statutory deadline; recommended soon after formation

Articles of Organization filing fees and processing times

LARA does not publish a turnaround for standard LLC formations. Its restoration guidance says review times for restoration submissions "can take up to 10 business days for non-expedited submissions," the closest published figure; for new formations, the processed-through date on the entity search is the only live indicator of where the queue stands.

Filing method

Fee

Timing

Online through the MiBusiness Registry Portal

$50

No published turnaround; check the processed-through date on the entity search

Paper Form CSCL/CD-700 by mail

$50

No published turnaround, plus mail transit

Expedited service is available for mail and in-person filings and adds a non-refundable fee on top of the $50 base: $50 for 24-hour service, $100 for same day (received by 1 p.m.), $500 for 2-hour (by 3 p.m.), and $1,000 for 1-hour (by 4 p.m.), with the clock starting when the Corporations Division receives the request.

Step-by-step LLC formation process

Five steps take a Michigan LLC from an available name to a licensed, tax-registered business, and the first three run through LARA's Corporations Division.

Step 1: Choose and reserve your LLC name

MCL 450.4204 requires the name to contain "limited liability company," "L.L.C.," "L.C.," "LLC," or "LC." Under subsection (3)(b), the name cannot contain "corporation," "incorporated," "corp.," or "inc.," must be distinguishable in LARA's records from other entities and reserved or assumed names, and must not indicate a purpose other than those permitted by the articles.

Search availability on LARA's Business Entity Search first. If the name is open but you aren't ready to file, LARA allows a 180-day reservation for $25 under MCL 450.5101(1)(e). An LLC using a trade name instead files a Certificate of Assumed Name (Form CSCL/CD-541) with LARA, not the county clerk, for $25.

Step 2: Appoint a registered agent (resident agent)

Michigan calls it a resident agent, and MCL 450.4207(1) requires every LLC to "have and continuously maintain in this state" both a registered office and a resident agent. Under subsection (2), that agent receives any process, notice, or demand served on the company. Two kinds qualify:

  • An individual resident of Michigan whose business office or residence is identical with the registered office

  • A domestic corporation or LLC, or a foreign corporation or LLC authorized to transact business in Michigan, with a business office identical with the registered office

If no agent can be found through reasonable diligence, MCL 450.4207(4) allows service on the administrator by registered mail. Two consecutive missed annual statements trigger notice under MCL 450.4207a(2), which allows a 60-day cure period before the LLC loses good standing.

Step 3: File Articles of Organization

The Articles of Organization create the LLC as a separate legal entity. Management defaults to member-managed under MCL 450.4401 unless the articles elect manager management.

LARA publishes no separate online-versus-mail timeline, so treat any 7-to-10-day figure as an estimate and check the processed-through date on the Business Entity Search. The two details most likely to hold up a filing are the name, which must be distinguishable under MCL 450.4204(3)(b), and the resident agent's address, which must match the registered office exactly.

Step 4: Create an operating agreement

Michigan does not require an operating agreement, but MCL 450.4102(2)(r) defines one as a written agreement by the sole member or among all members, excluding a purely verbal understanding. Multi-member LLCs need it to settle:

  • Ownership percentages and capital contributions

  • Management structure and voting rights

  • Profit-and-loss distribution methods

  • Membership transfer restrictions

MCL 450.4502 gives each member one vote and requires member approval to sell substantially all assets outside the ordinary course, unless the operating agreement says otherwise. Sign it soon after formation and keep copies with company records.

Step 5: Obtain required licenses and permits

Michigan has no general statewide business license; entity filing and licensing are separate steps. Check the State License Search plus county and local offices for zoning or health permits. Apply for a free EIN through the IRS after the LLC is formed.

Selling tangible goods to consumers requires a Michigan sales tax license (6% rate) via Michigan Treasury Online or mailed Form 518 (4 to 6 weeks, unconfirmed with Treasury). Regulated professions license separately through LARA's Bureau of Professional Licensing (MiPLUS).

Michigan LLC ongoing compliance requirements

Michigan imposes no franchise tax on LLCs, so staying in good standing comes down to one February filing, a current resident agent, and amendments when the business changes.

Michigan annual report requirements

All LLCs, including PLLCs, owe the standard $25 annual statement by February 15; that fee is set through September 30, 2027, after which it is scheduled to drop to $15. PLLCs face an additional requirement on top of that: MCL 450.4909 requires a separate professional annual report, with its own $50 fee, also due February 15, plus a $50 late penalty specifically on that report if it or its fee arrives after the deadline.

An LLC formed after September 30 skips the following February 15. As of 2025, LARA accepts annual statements only through the MiBusiness Registry Portal; paper filing is no longer an option. A standard LLC's annual statement itself carries no late fee, but missing it for two consecutive years triggers notice under MCL 450.4207a(2), and failing to file within 60 days of that notice ends good standing under subsection (3); restoration (Form CSCL/CD-770) costs $50 plus $25 per missed year.

Tax obligations

Michigan LLCs generally follow federal tax classification: pass-through by default unless they elect corporate taxation, with no entity-level franchise tax. Treasury confirms flow-through entities "generally are not taxpayers under the CIT" absent that election. Members report business income on personal returns at Michigan's 2026 individual rate of 4.25%.

Other ongoing requirements

Update the resident agent or registered office with Form CSCL/CD-520, and separately renew the assumed name certificate (a different filing) before it expires on December 31 of the fifth full calendar year after filing. File amendments whenever the name or structure changes.

Federal beneficial ownership reporting no longer applies: FinCEN's exemption for U.S.-formed entities, first an interim rule on March 26, 2025, became permanent effective August 14, 2026; Michigan has no state-level equivalent.

Automate Michigan LLC formation and annual statements with Discern

Discern files Michigan Articles of Organization with LARA and acts as your Michigan resident agent. It also prepares the February 15 annual statement ahead of the deadline, so the filing takes seconds.

For companies running entities in several states, the same dashboard shows good standing, deadlines, and agent coverage everywhere the company is registered, and foreign registrations start from the same place.

Book a demo with Discern.

FAQs about LLC formation in Michigan

These answers cover the questions Michigan founders ask most often about timing, agents, and paperwork.

How long does LLC formation take in Michigan?

LARA publishes no turnaround for formation filings; its restoration page notes that non-expedited reviews can take up to 10 business days, and the processed-through date on the Business Entity Search shows where the queue stands. Expedited handling costs $50, $100, $500, or $1,000 on top of the base fee, depending on the tier.

Can I be my own registered agent in Michigan?

Yes, if you are a Michigan resident and your business office or residence is the LLC's registered office. The annual statement lists the resident agent's name and registered office address each year.

Do I need an attorney to form an LLC in Michigan?

Most founders can complete a standard Form 700 filing on their own. Complex ownership structures or significant liability exposure are worth a lawyer's review.

What's the difference between Articles of Organization and an operating agreement?

Articles of Organization are filed with LARA and create the LLC's legal existence. The operating agreement is the internal written contract among members governing ownership, management, and operations; the agreement itself is not filed with LARA, but it can replace the LLC Act's default rules on voting and major transactions where the Act allows.

Updated on

2026-09-14

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Look at Discern on your own and see everything that Discern can do before scheduling a demo. No humans required.

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Look at Discern on your own and see everything that Discern can do before scheduling a demo. No humans required.