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How to Form an LLC in Michigan

Michigan charges $50 to form an LLC, a fee fixed in the LLC Act itself, and $25 a year for an annual statement due February 15, a fee the statute drops to $15 for payments after September 30, 2027. Michigan calls its agent a resident agent, there is no $50 late penalty for a standard LLC despite what most guides print, and missing statements costs good standing, not the company's existence.

By the LLCForming research teamFees checked Nov 8, 2026

The Michigan filing steps

1. Check your name on the state's own search

   Check name availability with the administrator, the Corporations Division of the Department of Licensing and Regulatory Affairs, before you file. Under MCL 450.4204(1), a Michigan LLC name shall contain the words "limited liability company" or the abbreviation "L.L.C." or "L.C.," with or without periods or other punctuation. Under section 450.4204(3), the name shall not contain "corporation" or "incorporated" or the abbreviation "corp." or "inc.", shall not contain a word or phrase indicating or implying the company is formed for a purpose other than a purpose permitted by its articles, and shall distinguish the name in the records in the office of the administrator from the name of a domestic LLC or an authorized foreign LLC in good standing, from corporations and nonprofit corporations, from names reserved, registered, or assumed under the LLC Act and the corporation acts, and from limited partnership names. A check does not reserve the name. To hold one, file an application for reservation of name for $25 under section 450.4205; the reservation runs to the end of the sixth full calendar month following the month the application was filed, and the right to use the reserved name is transferable. Section 205 states no renewal mechanism.

2. Choose your resident agent

   Michigan does not use the term registered agent. The Act's term is resident agent, and both a resident agent and a registered office are mandatory. Under MCL 450.4207(1), each domestic LLC and each foreign LLC authorized to transact business in Michigan shall have and continuously maintain in this state a registered office, which may but need not be the same as its place of business, and a resident agent. The agent may be an individual resident in Michigan whose business office or residence is identical with the registered office, or an entity having a business office identical with the registered office: a domestic corporation, a foreign corporation authorized to transact business in Michigan, a domestic LLC, or a foreign LLC authorized to transact business in Michigan. Under section 450.4207(2), the resident agent is the company's agent upon whom any process, notice, or demand required or permitted by law to be served upon the company may be served. If the LLC fails to appoint or maintain an agent, or the agent cannot be found or served through reasonable diligence, service may be made on the administrator under section 450.4207(4). Changing the registered office or resident agent takes a statement under section 450.4209, and it is not free: MCL 450.5101(1)(i) prices a statement of change of registered office or resident agent, and a notice of resignation of resident agent, at $5. A resignation takes effect 30 days after the notice is filed with the administrator or on appointment of a successor, whichever is first, under section 450.4208.

3. File the Articles of Organization with the LARA Corporations Division

   File the Articles of Organization with the administrator, the Corporations Division of the Department of Licensing and Regulatory Affairs (LARA). Michigan has no Secretary of State filing for LLCs. The fee is $50, set in the statute itself at MCL 450.5101(1)(b), and it is a single fee with no online or paper split. Under section 450.4203(1), the articles shall contain the name of the LLC, the purposes for which it is formed (a general statement that it may engage in any activity for which LLCs may be formed under the Act is sufficient), the street address, and the mailing address if different, of the initial registered office and the name of its initial resident agent at that address, a statement that the business is to be managed by managers if it is to be manager-managed, and the maximum duration of the LLC if it is other than perpetual. Under section 450.4202(2), existence begins on the effective date of the articles, filing is conclusive evidence the conditions precedent are fulfilled, and the maximum duration is perpetual unless the articles provide otherwise. One waiver is worth knowing before you pay: under section 450.5101(7) and (8), the administrator shall waive the initial Articles fee if a majority of the initial membership interests will be held by veterans, on a signed affidavit and DD214 or DD215, or another satisfactory form, for each veteran initial member.

4. Get an EIN from the IRS

   Free, online, and takes minutes once your Michigan filing is approved. Never pay a service for this. See EIN for an LLC for the walkthrough and the one IRS rule (a real person as responsible party) that surprises people.

5. Write your operating agreement

   Michigan's definition is narrower than most states: under MCL 450.4102(2)(r), an operating agreement means a written agreement by the member of a single-member LLC, or between all members of a multi-member LLC, pertaining to the affairs of the LLC and the conduct of its business, and it includes any provision in the articles of organization on those subjects. Do not rely on an oral understanding and call it an operating agreement in Michigan. The agreement is an internal document; no provision of the Act requires filing it with the administrator, and no fee for it appears in section 450.5101(1). The defaults it works against are statutory. Under section 450.4401, unless the articles of organization state that the business is to be managed by one or more managers, the business shall be managed by the members, subject to any provision in an operating agreement restricting or enlarging management rights. Note where manager management must live: in the articles, under sections 450.4203(1)(d) and 450.4401, not merely in the agreement. Dissolution events and winding up distributions likewise follow the operating agreement where it provides otherwise, under sections 450.4801(b) and 450.4808(1).

6. Open the business bank account and handle licenses

   Bring your approved formation document and EIN letter. Then check your city and county for a general business license and your industry for state permits. Michigan issues no single statewide general business license through the LARA Corporations Division; the Division handles the entity record, not licensing. Licensing is industry specific, through state agencies, or local, through your city or county, and those charges are not state LLC filing fees and are not priced in the totals on this site. The tax posture to register for is the default one: a Michigan LLC that is not taxed as a corporation for federal purposes is a flow-through entity under MCL 206.701(d), so income is taxed to the members rather than to the LLC itself. Check your industry and your locality before you budget.

Filing details that trip people up

• Michigan's fees are in the statute, and there is only one price per filing. MCL 450.5101(1) fixes the fee for nearly every LLC document, from the $50 Articles to the $10 certificate of dissolution, and states no online versus paper split. Any guide quoting two Michigan prices for the same filing, one for online and one for mail, is importing another state's pattern. The one number in the section that changes over time is the annual statement fee, covered on the cost and report pages.
• No publication requirement to form. No publication step appears in sections 450.4202 or 450.4203, the filing and contents provisions for the articles, and no publication filing or fee appears in the section 450.5101(1) fee list. Do not import a newspaper step from the county assumed name regime for sole proprietors or from any other entity type; an LLC assumed name under section 450.4206 has no publication step either.
• Foreign LLCs pay $50, and the consequences of skipping registration are the harshest in this guide. An out-of-state LLC files an Application for a Certificate of Authority to Transact Business in Michigan for $50 under section 450.5101(1)(n), before transacting business, under section 450.5002. The contents list in section 450.5002, items (a) through (f), asks for the company's name, its jurisdiction and date of organization, its Michigan registered office and resident agent, a service of process appointment, and its home jurisdiction office address; no home-state certificate of existence or good standing appears in that list, and no freshness window is stated. An unregistered foreign LLC may not maintain an action in a Michigan court until it obtains a certificate, is liable for all fees that would have been imposed had it registered, and faces a civil penalty of not less than $100 nor more than $1,000 for each calendar month of unregistered business, capped at $10,000, under section 450.5007, with a separate penalty of up to $10,000 for each manager, member, or authorized person who authorizes, directs, or participates.
• An LLC assumed name is a $25 state filing. The county filing is not for LLCs. Under MCL 450.4206, a domestic or foreign LLC transacts business under an assumed name by filing a certificate of assumed name with the administrator, for $25 under section 450.5101(1)(f). The certificate is effective until December 31 of the fifth full calendar year following the year it was filed, and it may be extended for additional consecutive periods of five full calendar years by filing a similar certificate not earlier than 90 days before expiration. Terminating an assumed name is priced at the same $25. The county clerk certificate under Act 101 of 1907, MCL 445.1, is a separate regime for persons such as sole proprietors and partnerships; it does not govern an LLC's assumed name, so do not file your LLC's DBA at the county. Our DBA guide covers the split.
• Closing a Michigan LLC takes one $10 filing. A certificate of dissolution under section 450.4804 costs $10 under section 450.5101(1)(m), and the sections read contain no second termination filing to budget for. The certificate lists the company's name, the reason for the dissolution, and the effective date if later than the filing date; no tax clearance certificate appears in that list, and no tax clearance filing or fee appears in section 450.5101(1). What the dissolution article does impose is a substantive duty: under section 450.4808(2), before assets are distributed, the LLC shall file tax returns and pay tax obligations as required by the Revenue Act, Act 122 of 1941. The full sequence is on the report page.

After your Michigan LLC is approved

Get the EIN, open the business bank account, and register for the tax accounts your activity triggers. Then set the recurring reminder that defines Michigan compliance: the annual statement, due February 15 every year, $25 for payments through September 30, 2027 and $15 for payments after that date. If you form after September 30, you skip the February 15 immediately after formation, and your first statement is due the February 15 after that. Keep the resident agent and registered office current; a statement of change costs $5. And treat the February date seriously even though there is no fine for a standard LLC: two consecutive missed years starts the good standing process described on the report page.

The full recurring picture for Michigan, with fees and due dates, is on the Michigan annual report and compliance page, and the money view is on the Michigan LLC cost page.

Michigan LLC questions