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Michigan LLC Annual Statement: $25, Due February 15, and $15 After September 30, 2027

Every Michigan LLC files an annual statement of resident agent and registered office with the administrator by February 15, for $25, and the fee drops to $15 for payments after September 30, 2027. There is no late penalty for a standard LLC. The real consequence of missing statements is slower and structural: after two consecutive missed years and a 60 day cure window, the LLC is not in good standing.

By the LLCForming research teamFees checked Nov 8, 2026

The annual statement, in one table

Item	Michigan rule
Filing	Annual statement of resident agent and registered office, filed with the administrator, under MCL 450.4207(3).
Who files	Domestic LLCs and foreign LLCs authorized to transact business in Michigan. Section 450.5005(3) applies the same duty, and the same good standing law, to foreign LLCs.
Due date	Not later than February 15 of each year.
Fee	$25 through September 30, 2027. If paid after September 30, 2027, the fee is $15, under section 450.5101(1)(g).
What it reports	Only the name of the LLC's resident agent and the address of its registered office in Michigan.
First filing	An LLC formed after September 30, or a foreign LLC authorized after September 30, need not file a statement on the February 15 immediately succeeding its formation or authorization. The first statement is then due the February 15 after that. It is a one February skip, not a first year fee waiver.
Late fee	None for a standard LLC. No monetary late penalty for a late annual statement appears in section 450.4207 or section 450.5101. The $50 penalty at section 450.4909(2) belongs to the professional LLC annual report, a separate filing a standard LLC does not make.

Two naming points prevent most Michigan confusion. First, the recurring filing is an annual statement, not an annual report; in Michigan law the annual report is the professional LLC filing under section 450.4909, at its own $50 fee, in addition to the statement. Second, the statement is a records filing, not a tax return: it exists to keep the resident agent and registered office on the public record current, and the administrator accepts nothing else in it.

Good standing, and how an LLC loses it

Good standing has a statutory definition in Michigan. Under section 450.4207a(1), from the effective date of its articles until dissolution, a domestic LLC is entitled on request to a certificate of good standing stating that it has been validly organized, is validly in existence, and has satisfied its annual filing obligations. Section 450.4207a(2) starts the enforcement clock: if an LLC fails to file an annual statement required by section 450.4207 for two consecutive years, the administrator shall notify the company of the consequences. Under section 450.4207a(3), if the company does not file all of the annual statements it has failed to file, and the applicable fees, within 60 days after the administrator's notice is sent, the company is not in good standing. Three effects follow. The company is not entitled to a certificate of good standing. Its name is available for use by another entity filing with the administrator. And the administrator shall not accept for filing any document from the company other than a certificate of restoration of good standing. What does not follow is just as important: the company remains in existence and may continue to transact business in Michigan. Loss of good standing is not dissolution, and no provision dissolving an LLC for missed annual statements was found in the Act sections behind this page.

Restoration: $50 plus every missed statement and fee

A company that is not in good standing may file a certificate of restoration of good standing under section 450.4207a(4), accompanied by the annual statements and fees for all of the years for which they were not filed and paid, and the fee for the certificate itself, $50 under section 450.5101(1)(h). The missed fees are charged at the rate applicable when paid, so a restoration paid after September 30, 2027 prices the back statements under the $15 rule rather than the $25 one. The certificate states the company's name when it ceased to be in good standing, and if that name is no longer available, the company must select a new name complying with section 450.4204, which becomes its name from the filing date. It also states the current resident agent's name and the current registered office address, and that the back statements and fees accompany it. Section 450.4207a states no deadline for filing a restoration certificate, so the practical cost of delay is a longer list of back statements and a name that may no longer be yours, not a closed window.

The other standing duty: the resident agent

Michigan's second ongoing record duty is the pair the statement reports on. Under section 450.4207(1), an LLC must continuously maintain a registered office and a resident agent in Michigan. Keeping that record current between statements is a filing of its own: a statement of change of registered office or resident agent under section 450.4209 costs $5 under section 450.5101(1)(i), and a resident agent's notice of resignation carries the same $5 fee line. An agent who resigns stays appointed for 30 days after the notice is filed or until a successor is appointed, whichever is first, under section 450.4208, and the company is directed to promptly appoint a successor. If no agent is appointed or maintained, or the agent cannot be found or served through reasonable diligence, service of process may be made on the administrator under section 450.4207(4), which means legal papers reach the state before they reach you.

Closing a Michigan LLC on purpose takes one $10 filing

Ending the LLC deliberately starts with a dissolution event under section 450.4801: the time specified in the articles is reached, a member vote or other event specified in the articles or an operating agreement occurs, the members entitled to vote unanimously vote for dissolution, a decree of judicial dissolution is entered, or, for an LLC that has not commenced business, issued interests, incurred debts, or kept subscription payments, a majority of the organizers votes for it. When an LLC that dissolves under the member vote or operating agreement routes begins winding up, it shall execute and file a certificate of dissolution under section 450.4804, containing the company's name, the reason for the dissolution, and the effective date of dissolution if later than the filing date. The fee is $10 under section 450.5101(1)(m), and it is the only closing filing in the sections behind this page; Michigan does not split closing into a dissolution filing and a separate termination filing. Winding up runs under section 450.4805, and the distribution order in section 450.4808(1) pays creditors first, then distribution liabilities to members and former members, then the remainder by shares of distributions. One tax duty controls the order of operations: under section 450.4808(2), before the assets of the LLC are distributed, the LLC shall file tax returns and pay tax obligations as required by the Revenue Act, Act 122 of 1941. No tax clearance certificate appears among the contents section 450.4804 lists, and no clearance filing or fee appears in section 450.5101(1); the duty is to file and pay before distributing, not to attach a clearance document to the certificate. Our dissolution guide covers the wind up order.