Michigan — Registration & Annual Compliance

Michigan recognizes several business entity types, each governed by its own set of statutes and administered by the Department of Licensing and Regulatory Affairs (LARA) Corporations, Securities, and Commercial Licensing Bureau (CSCL). Any domestic (Michigan-formed) corporation, limited liability company (LLC), limited partnership (LP), or nonprofit corporation must file foundational documents with LARA’s Corporations Division. Foreign (out-of-state) entities wishing to transact business in Michigan must generally register with the same Division as a prerequisite to legally operating in the state.

Governing Statutes:

• Corporations: Formed under the Michigan Business Corporation Act, Mich. Comp. Laws §§ 450.1101 et seq.
• LLCs: Governed by the Michigan Limited Liability Company Act, Mich. Comp. Laws §§ 450.4101 et seq.
• Nonprofit corporations: Governed by the Michigan Nonprofit Corporation Act, Mich. Comp. Laws §§ 450.2101 et seq.
• Limited partnerships (LPs): Governed by the Michigan Revised Uniform Limited Partnership Act, Mich. Comp. Laws §§ 449.1101 et seq.

Formation Office: All articles of incorporation/organization and related filings for domestic and foreign business entities are processed through LARA’s Corporations Division, which maintains online and mail-based filing systems. Entities can locate forms, filing instructions, fee schedules, and statutory requirements via the Corporations Division portal.

Scope:

• Domestic entities (formed in Michigan) must file their organizing instrument (e.g., Articles of Incorporation, Articles of Organization) with LARA to come into existence.
• Foreign entities (formed outside Michigan) must register before transacting business, typically by filing an Application for Certificate of Authority or similar instrument. The precise definition of "transacting business" is set out in each entity’s enabling act and often excludes mere passive activities, such as holding property or conducting internal corporate affairs in Michigan.

The Corporations Division’s authority, entity type menu, and statutory requirements are published at: Source: LARA Corporations Division Source: Mich. Comp. Laws §§ 450.1101 et seq. (Business Corporation Act))/mileg.aspx?page=getObject&objectName=mcl-450-1101) Source: Mich. Comp. Laws §§ 450.4101 et seq. (LLC Act))/mileg.aspx?page=getObject&objectName=mcl-450-4101) Source: Mich. Comp. Laws §§ 450.2101 et seq. (Nonprofit Corporation Act))/mileg.aspx?page=getObject&objectName=mcl-450-2101) Source: Mich. Comp. Laws §§ 449.1101 et seq. (Revised Uniform Limited Partnership Act))/mileg.aspx?page=getObject&objectName=mcl-449-1101)

To form a Michigan limited liability company (LLC), founders must file Articles of Organization with the Corporations Division of the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations, Securities & Commercial Licensing Bureau (CSCL). LLCs are created under the Michigan Limited Liability Company Act, Mich. Comp. Laws §§ 450.4101 et seq.

Filing document: The foundational filing for a domestic Michigan LLC is the Articles of Organization (Form CSCL/CD-700). This form may be filed online using the LARA Corporations Online Filing System (COFS), or by mail to the CSCL office in Lansing.

Filing fee: The standard state filing fee is $50, as set by Mich. Comp. Laws § 450.4203 and confirmed in the CSCL fee schedule. Expedited service options are available for additional fees. The fee is payable to the "State of Michigan."

Articles content: Michigan requires the Articles to include (at minimum):

• LLC name (must conform to distinguishability and sufficiency rules under Mich. Comp. Laws § 450.4204),
• Resident agent name and street address in Michigan,
• Statement of whether the LLC is to be managed by members or managers.

Optional and additional permitted items are specified by statute and in the filing guide.

Processing: Online filings via COFS are generally processed faster than mail. Filers receive an official stamped copy of the Articles and a Certificate of Organization upon acceptance. The effective date may be specified (not more than 90 days after filing); otherwise, the LLC exists as of the date of filing acceptance by LARA.

Official forms, instructions, and the complete statutory framework are available on the LARA Corporations Division website.

Source: CSCL LLC Forms & Fees Source: Mich. Comp. Laws § 450.4203)/mileg.aspx?page=GetObject&objectname=mcl-450-4203) Source: Mich. Comp. Laws § 450.4204)/mileg.aspx?page=GetObject&objectname=mcl-450-4204)

A business entity formed outside Michigan (a "foreign entity") must register with the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations, Securities & Commercial Licensing Bureau (CSCL) before "transacting business" in the state. Each entity type follows its own enabling act, with parallel but distinct requirements for corporations, limited liability companies (LLCs), limited partnerships (LPs), and nonprofits. This section focuses on foreign corporations and LLCs — the two most common types registering to qualify.

Doing business threshold: Michigan law requires foreign entities to qualify before transacting business in the state. The definition of "transacting business" is found in Mich. Comp. Laws § 450.2011 for corporations and § 450.5001 for LLCs and excludes certain activities such as securing or collecting debts, holding internal meetings, or merely having a bank account. Activities that do require qualification typically include maintaining an office, employing personnel, or otherwise engaging in regular intrastate business operations.

Application process:

• Corporations: File an Application for Certificate of Authority to Transact Business in Michigan (Form CSCL/CD-560 for profit, CSCL/CD-562 for nonprofit), with a certified copy of the entity's articles of incorporation (and amendments) from the home jurisdiction, plus a certificate of good standing (no more than 30 days old).
• LLCs: File an Application for Certificate of Authority to Transact Business in Michigan (Form CSCL/CD-760), attaching a certificate of good standing (or similar) from the home state dated within 30 days of filing. If the LLC’s name is unavailable in Michigan, a certificate of assumed name (Form CSCL/CD-541) must also be filed.

Filing office and method: All foreign qualification applications are submitted to LARA’s Corporations Division by mail or online via the Corporations Online Filing System (COFS).

Fee: As of June 2024, the base filing fee is $60 for foreign LLCs (Mich. Comp. Laws § 450.5004) and $60 for foreign corporations (Mich. Comp. Laws § 450.2060). Expedited processing is available for an additional fee.

Consequence of failure: Transacting business without qualifying can bar the entity from maintaining a lawsuit in Michigan courts and may subject it to penalties and back filings under the relevant act.

Source: LARA Foreign Entities Forms & Fees Source: Mich. Comp. Laws § 450.2011)/mileg.aspx?page=GetObject&objectname=mcl-450-2011) Source: Mich. Comp. Laws § 450.5001)/mileg.aspx?page=GetObject&objectname=mcl-450-5001) Source: Mich. Comp. Laws § 450.2060)/mileg.aspx?page=GetObject&objectname=mcl-450-2060) Source: Mich. Comp. Laws § 450.5004)/mileg.aspx?page=GetObject&objectname=mcl-450-5004)

Every corporation and limited liability company (LLC) doing business in Michigan—whether domestic or foreign—must continuously maintain both (1) a registered office and (2) a registered agent within the State of Michigan. This ensures that the entity can be reliably served with process and official government notices.

Who may serve as registered agent (statutory language):

• For corporations: The registered agent may be (A) an individual resident of Michigan; (B) a domestic corporation, or (C) a foreign corporation authorized to transact business in Michigan. The registered agent’s business office must be identical to the registered office of the corporation. This is established by Mich. Comp. Laws § 450.1241(1).
• For LLCs: The registered agent may be (A) an individual Michigan resident, (B) a Michigan corporation or LLC, or (C) a foreign corporation or LLC authorized to transact business in Michigan. The agent’s business office address must match the registered office, and this address must be a physical street location, not a P.O. box, per Mich. Comp. Laws § 450.4207(1).

Appointment, continuity, and address rules:

• The agent is named in the entity’s formation or registration filing and must be available during ordinary business hours.
• The registered office must be a Michigan street address (not just a mailing address or post office box).

Resignation and statutory duties:

• The registered agent may resign by delivering written notice to both the entity and filing the resignation with the Corporations Division. The resignation is effective 30 days after filing or upon appointment of a successor, whichever comes first (see Mich. Comp. Laws § 450.1244 for corporations, § 450.4209 for LLCs).

Consequences of lapse or noncompliance:

• Failure to continuously maintain a registered agent or office—such as the agent’s resignation taking effect without a successor, or the registered agent’s inability to be located with reasonable diligence—triggers statutory consequences.
• For domestic entities (corporations, LLCs): LARA may administratively dissolve the entity. For corporations, see Mich. Comp. Laws § 450.1231a(1)(b); for LLCs, see § 450.4102(

1)(b).

• For foreign entities: The state may revoke the certificate of authority (for foreign corporations, Mich. Comp. Laws § 450.2051(1)(b); for foreign LLCs, § 450.5008(1)(b)).
• Statutory sequence: The state gives notice, and the entity has a set grace period to cure the deficiency before dissolution or revocation.

Practical takeaway: Loss of agent status or a bad Michigan address is a path to quick administrative trouble—confirm addresses and agent authority against the statute and file changes promptly when needed.

Source: Mich. Comp. Laws § 450.1241 (corporations))/mileg.aspx?page=getObject&objectName=mcl-450-1241) Source: Mich. Comp. Laws § 450.4207 (LLCs))/mileg.aspx?page=GetObject&objectname=mcl-450-4207) Source: Mich. Comp. Laws § 450.1244 (corporate agent resignation))/mileg.aspx?page=getObject&objectName=mcl-450-1244) Source: Mich. Comp. Laws § 450.4209 (LLC agent resignation))/mileg.aspx?page=GetObject&objectname=mcl-450-4209) Source: Mich. Comp. Laws § 450.1231a (corporate dissolution))/mileg.aspx?page=getObject&objectName=mcl-450-1231a) Source: Mich. Comp. Laws § 450.4102 (LLC dissolution))/mileg.aspx?page=GetObject&objectname=mcl-450-4102) Source: Mich. Comp. Laws § 450.2051 (foreign corporate revocation))/mileg.aspx?page=GetObject&objectname=mcl-450-2051) Source: Mich. Comp. Laws § 450.5008 (foreign LLC revocation))/mileg.aspx?page=GetObject&objectname=mcl-450-5008)

Michigan requires most business entities—both domestic (formed in Michigan) and foreign (qualified to do business here)—to file an annual report (called an "annual statement" for corporations, and an "annual report" for LLCs) with the Department of Licensing and Regulatory Affairs (LARA), Corporations, Securities & Commercial Licensing Bureau (CSCL).

Who must file:

• Domestic and foreign corporations (including nonprofits) must file an annual statement each year, per Mich. Comp. Laws § 450.1911 (corporations) and § 450.2121 (nonprofits).
• Domestic and foreign LLCs file an annual report per Mich. Comp. Laws § 450.4207 (LLCs).

Deadline:

• Corporations: The annual statement is due by May 15 each year, starting the year after the corporation is formed or authorized to do business in Michigan. Corporations formed or authorized after July 1 do not file until May 15 of the following calendar year.
• LLCs: The annual report is due by February 15 of each year, beginning the year after formation or qualification in Michigan. An LLC formed after September 30 does not file an annual report until February 15 of its second full calendar year (see LARA instructions).

Form and filing method:

• Corporations file using Form CSCL/CD-2000 (profit) or CSCL/CD-500 (nonprofit), and LLCs use Form CSCL/CD-2700. These forms are available (and most efficiently filed) online through LARA’s Corporations Online Filing System (COFS).

Fee:

• The filing fee as of June 2024 is $25 for corporations (profit and foreign), $20 for nonprofit corporations, and $25 for LLCs (domestic and foreign), per LARA's published fee schedule. Confirm the current fee by checking the LARA annual reports page as periodic updates occur.

Consequences of failure:

• Failure to file for two consecutive years results in administrative dissolution for domestic entities or revocation of the certificate of authority for foreign entities. Reinstatement requires catching up on all missed reports and paying any past-due fees. Nonprofits are subject to similar dissolution statutes under Mich. Comp. Laws § 450.2221.

LARA’s annual report instructions, forms, and up-to-date fee information are available at: Source: LARA Annual Report Instructions and Forms Source: Mich. Comp. Laws § 450.1911 (corporate annual statement))/mileg.aspx?page=GetObject&objectname=mcl-450-1911) Source: Mich. Comp. Laws § 450.4207 (LLC annual report))/mileg.aspx?page=GetObject&objectname=mcl-450-4207)

Any business entity—domestic (formed in Michigan) or foreign (qualified to do business in Michigan)—that will have employees, make retail sales, or earn income in Michigan must register with the Michigan Department of Treasury for the appropriate state tax accounts. This initial registration is required before entities can collect Michigan sales tax, withhold Michigan income tax from employees, or file corporate income tax returns.

Who must register:

• Any entity (LLC, corporation, partnership, etc.) that will:
• Hire employees subject to Michigan income-tax withholding,
• Make retail sales subject to sales/use tax, or
• Have Michigan-sourced business income (corporations and certain LLCs) subject to the Michigan Corporate Income Tax (CIT)

How to register:

• The primary registration portal is the Michigan Treasury Online (MTO). Entities complete the "Business Registration Application" (Form 518) to obtain a Treasury-assigned business tax ID number.
• Registration can be completed entirely online at MTO, or by submitting the paper Form 518 to the Department of Treasury (Lansing address listed on the form). The online system is generally preferred for speed and confirmation.
• The application asks for entity type, federal EIN, Michigan business ID (if already assigned by LARA), business locations, responsible parties, and intended tax registrations (withholding, sales/use, CIT, etc.).

When to register:

• Registration must be completed in advance of any activity—prior to making taxable sales, paying wages, or earning taxable business income in Michigan.

Fees:

• There is no registration fee for obtaining the Michigan Treasury business tax account itself (separate from any entity formation, annual report, or other LARA fees).

What registrations are covered:

• One registration (Form 518 via MTO) covers sales tax, use tax, withholding tax, corporate income tax, and other major Michigan-based business taxes.

After registering:

• The entity receives a Michigan Treasury tax account number (distinct from the federal EIN and the LARA entity ID), login credentials for MTO, and guidance on which returns are required and deadlines. Once registered, entities file and pay business taxes via the MTO portal.

Official forms, registration portal, and instructions are published by the Michigan Department of Treasury: Source: Register a New Business - Michigan Department of Treasury Source: Form 518 - Michigan Business Tax Registration

Any business entity—domestic (Michigan-formed) or foreign (formed elsewhere but with Michigan-based employees)—can trigger unemployment insurance (SUTA/UIA) registration and new-hire reporting requirements in Michigan as soon as it employs staff in the state. These obligations are distinct from general state tax registration and are enforced by the Unemployment Insurance Agency (UIA) under the Department of Labor and Economic Opportunity.

1. SUTA (UIA) registration — liability and triggers: The Michigan Employment Security (MES) Act, as detailed in the Employer Liability Toolkit, sets out when an entity must register for unemployment insurance:

• Most for-profit employers become liable once they pay $1,000 or more in gross wages in a calendar quarter or have at least one employee working any part of 20 different weeks in a calendar year.
• Agricultural, nonprofit, governmental, and domestic employers face different wage and headcount thresholds, all of which are detailed in UIA's toolkit. The act applies equally to domestic and properly qualifying foreign employers.
• Once these thresholds are met (or expected to be met), registration must occur promptly—before making unemployment-taxable payroll.

2. How to register:

• Registration is initiated online through the UIA's "Michigan Unemployment Insurance" (MiUI) portal, accessible with a MiLogin for Business account. The employer application collects business info, wage expectations, and ownership structure. Employers receive an Employer Account Number (EAN) once processed. Ongoing UIA tax interaction then transitions to the companion MiWAM portal.
• As platform integration or processing delays may occur, plan ahead—registering before your first Michigan payroll is the best risk-avoidance move.

3. Seasonal employer status:

• If your operations are limited to 26 weeks or fewer within a calendar year, you may apply for "seasonal designation" by submitting Form 1155 at least 20 days prior to starting the seasonal period—this can affect the unemployment tax liability period. Details are in the Employer Liability Toolkit; confirm current requirements on the UIA site.

4. New‑hire and rehire reporting:

• Michigan law requires every employer—public or private, corporate or LLC, domestic or foreign—to report each newly hired or rehired employee (regardless of their benefit status or the employer's UIA liability) within 20 calendar days of the hire date. Reporting is done through the Michigan New Hire Reporting Center (online via mi-newhire.com) or by filing Form 3281. This obligation persists even for entities not yet liable for UIA taxes.

Summary chart: | Obligation | Trigger/Threshold | Form/Portal | Deadline | Source | |-------------------------|-----------------------------------------------------------|-----------------------------|-----------------------|--------------| | SUTA registration (UIA) | $1,000/qtr or 20+ wks w/ any employee, or as applies | MiUI via MiLogin | Before UI wages paid | [2] | | Seasonal designation | ≤26 weeks in year; applies to certain employers | Form 1155 via MiWAM | ≥20 days before start | [2] | | New-hire reporting | Each new or rehired MI-based employee | Form 3281 / mi-newhire.com | 20 days from hire | [3] |

Sources:

• [1] Register Your Business - Michigan UIA: https://www.michigan.gov/leo/bureaus-agencies/uia/tools/employer-help-center/register-your-business
• [2] Michigan Employer Liability Toolkit: https://www.michigan.gov/leo/-/media/Project/Websites/leo/Documents/UIA/Publications/MI-Employer-Liability-Toolkit.pdf
• [3] Michigan New Hire Reporting Form 3281: https://www.michigan.gov/-/media/Project/Websites/taxes/Forms/SUW/3281.pdf

Source: Register Your Business - Michigan UIA Source: Michigan Employer Liability Toolkit Source: Michigan New Hire Reporting Form 3281

The Michigan Corporations Online Filing System (COFS), operated by the Department of Licensing and Regulatory Affairs (LARA), is the principal online platform for business entity filings, annual reports, and most statutory updates for both domestic (Michigan-formed) and foreign (qualified) business entities. As of 2024, access to COFS is managed through the state’s MiLogin for Business authentication system, which covers multiple State of Michigan business e-filing services.

COFS Account and Credentials: When an entity registers or qualifies in Michigan, LARA assigns a unique entity identification number and a confidential PIN (Personal Identification Number). These credentials are necessary for logging into COFS, where entities can file documents such as annual statements (for corporations), annual reports (for LLCs), updates to registered agent/address, and formation documents. LARA issues the entity number and PIN after formation or qualification; for lost credentials, the LARA site provides a credential look-up and recovery feature that may require verification steps.

MiLogin for Business — Integration and Enrollment: COFS now requires users to access the system through a MiLogin for Business profile. If you do not have a MiLogin account, you must create one and then link your business entity(ies) using the entity ID and PIN. A single MiLogin for Business account can manage multiple COFS entity credentials, which is helpful for professionals managing more than one business. LARA confirms that most online corporate filings must go through COFS (and thus require a MiLogin), though some paperwork filings, such as certain legacy forms or in-office appointments, may still be accepted.

What actions use COFS and MiLogin:

• Formation and qualification filings (Articles of Organization/Incorporation)
• Annual statements and reports
• Registered agent/address changes
• Dissolution or withdrawal for most entity types
• Reinstatement after administrative dissolution (for eligible cases)

Practical notes:

• Official notices, deadline reminders, and status updates are issued via COFS and email notifications, as described on the LARA portal—keeping entity credentials current is essential.
• For filings or processes not supported by COFS, LARA instructions will specify if paper or walk-in submission is permitted.
• If credentials are misplaced, begin the look-up or reset process early to meet filing deadlines—delays are common during peak cycles.

For full instructions, portal links, and credential recovery, refer to the official LARA Corporations Online Filing System (COFS) and MiLogin page.

Source: LARA Corporations Online Filing System (COFS) & MiLogin

Michigan does not impose a separate annual franchise tax, minimum entity tax, or business privilege tax on LLCs or corporations organized or doing business in the state. The only recurring state-level charge directly required for maintaining a Michigan entity’s good standing is the annual report (for LLCs) or annual statement (for corporations) filing fee, which is $25 for both domestic and foreign LLCs and corporations, as detailed in the "Annual report requirement" section of this guide.

Repeal of franchise/business privilege taxes:

• Michigan previously levied a Business Privilege/Single Business Tax (SBT), but this tax was repealed for tax years ending after December 31, 2007. There has been no replacement annual franchise or privilege tax for LLCs or corporations since. See Mich. Comp. Laws § 208.1 et seq. (repealed).
• The Michigan Corporate Income Tax (CIT), governed by Mich. Comp. Laws § 206.601 et seq., only applies to certain business income of corporations and does not constitute a minimum tax, annual entity Flat fee, or privilege tax owed merely for entity existence—there is no $0 activity/entity-level tax or fee outside the annual report/statement charge.

LLCs:

• Neither domestic nor foreign LLCs are subject to any recurring state-level tax or annual LLC fee other than the annual report filing fee of $25. Michigan does not require payment of any minimum tax or privilege tax for LLC status alone.

Corporations:

• Michigan corporations pay the annual statement fee of $25, and are responsible for corporate income tax only if they have apportioned corporate income (subject to various statutory deductions and thresholds, see the CIT statute and Michigan corporate income tax SALT guide). Corporations with no Michigan business activity or no net income owe no CIT or minimum entity tax for that year.

Reference:

• For annual report/statement fee and filing instructions, see the Michigan LARA Annual Reports page and confirm current fee schedules, as these change occasionally.

Source: LARA Annual Reports — No Annual Franchise Tax Source: Repealed Michigan Business Privilege/Single Business Tax, Mich. Comp. Laws § 208.1 et seq. (historical))/mileg.aspx?page=GetObject&objectname=mcl-208-1) Source: Michigan Corporate Income Tax, Mich. Comp. Laws § 206.601 et seq.)/mileg.aspx?page=GetObject&objectname=mcl-206-601)

Before filing Michigan formation or qualification documents, domestic and foreign entities must confirm that their proposed business name meets Michigan's statutory requirements for distinguishability and compliance, and—if desired—reserve the name to secure priority. This step is essential: LARA (the Michigan Department of Licensing and Regulatory Affairs) will reject filings for names that conflict, lack the right indicators, or violate specific language restrictions. The process differs slightly by entity type but follows parallel rules for corporations, LLCs, and partnerships.

1. Name standards and distinguishability:

• Under Mich. Comp. Laws § 450.1211 (corporations) and § 450.4204 (LLCs), the proposed name must:
• Be distinguishable upon the records of LARA from other active entities and reserved names (LARA advises that minor changes like a single letter or punctuation alone may not suffice).
• Use a required designator—“Corporation,” “Corp.,” “Incorporated,” “Inc.,” “Company,” or “Co.” for corporations; “Limited Liability Company,” “L.L.C.,” or “LLC” for LLCs.
• Not mislead as to corporate form or business purpose, or use certain prohibited words. See LARA’s publication for further examples and prohibited terms.
• Name availability is checked using the LARA business entity search portal, a tool every filer should use before preparing documents.

2. Name reservation procedure:

• Any person may reserve an available name prior to filing, to hold priority on the name for up to 6 months. Submit an Application for Reservation of Name (Form CSCL/CD-540, used for corporations and LLCs; confirm entity options on LARA's forms portal) and pay a $25 fee. The reservation may be renewed for one additional 6-month period by re-filing before expiration (per LARA guidance on the Reservation page). Reservations may be filed online via COFS or by mail.
• Reservation is not required but is strongly advised for filers who want to lock in a name before entity documents are ready.

3. Assumed names for foreign entities:

• If a foreign entity's true legal name is unavailable in Michigan (for instance, because it matches or is too similar to an existing Michigan entity), it must file a Certificate of Assumed Name (Form CSCL/CD-541) and pay the stated fee. This assumed name is used for all Michigan transactions and must comply with the same standards.
• An amendment to a registered or assumed name later requires filing a Certificate of Amendment (for corporations: Form CSCL/CD-515, for LLCs: Form CSCL/CD-715) and payment of the appropriate fee, as detailed in the LARA Name Changes/Amendments section.

Frequent traps:

• Many out-of-state filers assume their existing name is available—always check and reserve if there is any doubt.
• Only the name as registered with Michigan (including any required assumed name) may be used legally for business and public-facing purposes.

Official guidance, forms, fees, and additional instructions are found at: Source: Mich. Comp. Laws § 450.1211)/mileg.aspx?page=getObject&objectName=mcl-450-1211) Source: Mich. Comp. Laws § 450.4204)/mileg.aspx?page=getObject&objectName=mcl-450-4204) Source: LARA Name Availability, Reservation, and Assumed Names

Any business—whether a Michigan-formed entity (domestic) or a foreign entity qualified to do business in Michigan—that plans to hire Michigan-based employees must register for Michigan employer income tax withholding before running payroll. This registration is distinct from unemployment insurance (UIA/SUTA) and is required even if the entity already holds other tax accounts with the Michigan Department of Treasury.

Who must register:

• Any employer with Michigan resident employees or nonresident employees performing work in Michigan is required to withhold Michigan income tax from wages paid to those employees. This applies to both domestic and foreign business entities registered with LARA.

Registration procedure:

• Entities register for employer withholding as part of the broader "Business Registration Application" (Form 518) process with the Michigan Department of Treasury. This can be completed online through the Michigan Treasury Online (MTO) portal. If already registered for other taxes, employers may update or amend their registration in MTO to add withholding.
• The application will require the employer’s Federal Employer Identification Number (FEIN), state entity ID (if applicable), business structure, responsible party information, Michigan address, and projected employee details.
• Paper versions of Form 518 remain available, but electronic registration is strongly preferred for speed and confirmation.

Timing:

• Employers must register before the date wages are first paid to Michigan employees.

After registering:

• Once registered, employers receive a Michigan income tax withholding account number and instructions for submitting withholding tax returns and payments. Michigan employer withholding returns and payments are filed electronically via Michigan Treasury Online (MTO).

Key statute:

• Michigan Income Tax Act, Mich. Comp. Laws § 206.351, requires all employers with employees subject to Michigan withholding to register and remit withheld taxes. Detailed instructions and access to the latest version of Form 518 are published by the Michigan Department of Treasury.

Common trap:

• Mistaking UIA (unemployment) registration for income tax withholding: the Treasury and UIA are separate registrations. A business that will have employees almost always needs both (see other guide sections for SUTA/UIA). Delaying withholding registration can result in penalties for late filing or payment.

Source: Register a New Business — Michigan Department of Treasury Source: Mich. Comp. Laws § 206.351)/mileg.aspx?page=GetObject&objectname=mcl-206-351) Source: Form 518 — Michigan Business Tax Registration

To formally end their presence in Michigan, domestic entities (those formed under Michigan law) and foreign entities (formed elsewhere but registered to do business here) must file specific dissolution or withdrawal documents with the Department of Licensing and Regulatory Affairs (LARA), Corporations, Securities & Commercial Licensing Bureau (CSCL).

For domestic entities:

• Michigan corporations and LLCs must file the appropriate form to dissolve: "Certificate of Dissolution" (Form CSCL/CD-530 or CSCL/CD-531 for corporations; Form CSCL/CD-731 for LLCs). The LARA portal lists these forms and basic instructions. The steps and requirements (such as board or member approval, clearances, and winding up) depend on entity type and are detailed in statute or governing documents, but only the form/process itself is presented on the LARA page.
• For all types, dissolution is not effective until LARA processes the filing; entities remain responsible for annual filings and fees until that time. Whether a tax clearance from the Michigan Department of Treasury is required for corporations or LLCs prior to dissolution is NOT explicitly confirmed on the LARA page. Unable to confirm as of 2026-06-16.

For foreign (out-of-state) entities:

• Foreign corporations and LLCs withdrawing from Michigan must file an "Application for Certificate of Withdrawal" (corporations: Form CSCL/CD-540; LLCs: Form CSCL/CD-760) through LARA. The forms are available on the LARA withdrawal page. The LARA guidance does not explicitly state that a certificate of good standing from the home state or other proof is required as part of withdrawal. Unable to confirm as of 2026-06-16.
• Entities remain subject to Michigan annual reporting and statutory obligations until acceptance of their withdrawal filing is acknowledged by LARA.

Filing and confirmation:

• Most filings can be made online using COFS/MiLogin or by mail. LARA issues written confirmation once the dissolution or withdrawal is effective. Filers are strongly advised to save acknowledgments or receipts to avoid lingering compliance risk.
• The official LARA page provides a list of current forms, filing instructions, and basic requirements. For statutory voting/approval procedures or tax and litigation steps not included on the LARA site, consult the relevant Michigan statutes and entity governing documents.

Source: LARA Dissolution & Withdrawal Filings

Michigan business entities must formally amend their foundational records with the state when making key changes—such as to name, management structure, business purpose, or duration. The process, forms, and required documentation depend on whether the entity is domestic (organized in Michigan) or foreign (organized elsewhere but registered to do business in Michigan).

Amendments for Domestic LLCs: A Michigan-formed LLC files a Certificate of Amendment (Form CSCL/CD-715) to update its Articles of Organization, with authority granted by Mich. Comp. Laws § 450.4602. Typical reasons include a name change, adjusting management details, or changing principal purpose or duration. LARA requires this form to be signed by a manager (for manager-managed LLCs), a member (for member-managed), or an authorized agent. As of June 2024, the amendment filing fee is $25, drawn from LARA guidance (the statute itself does not specify the fee). The filing may be made online via COFS or by mail. Amendments become effective when LARA endorses them "Filed"—unless a delayed effective date (up to 90 days later) is provided on the form per LARA's published policy.

To consolidate all changes, you may file Restated Articles (Form CSCL/CD-710) for a current, unified version of the Articles; this carries a $50 fee, as set by LARA. For purely clerical errors, a Certificate of Correction (Form CSCL/CD-518, $25 fee) may be filed. If the only desired change is to the registered office or agent, use Form CSCL/CD-520 and pay $5; this path is laid out in Mich. Comp. Laws § 450.4209 and the corresponding LARA instructions.

Amendments for Foreign Entities: Foreign LLCs and corporations must report amendments to their home-jurisdiction organizing documents within 30 days of the change. This is done by filing an Amended Application for Certificate of Authority—Form CSCL/CD-762 (for LLCs) or CSCL/CD-562 (for corporations)—with the Michigan Corporations Division. LARA guidance states that a copy of the certified amendment and/or a current certificate of good standing from the home state must be attached. As of June 2024, the fee is $10 for most changes, but $25 if adopting a new assumed name in Michigan. These requirements and the timing are rooted in agency practice, not the statute directly; statutory authority for LLCs is Mich. Comp. Laws § 450.5006.

Practical pointer: Always consult the most current LARA "Business Structure Changes" page for filing fees and signature requirements, as agency policy may update these details before the statute does. Filing timely amendments preserves good standing and prevents transactional headaches down the road.

Source: LARA Business Structure Changes Source: Mich. Comp. Laws § 450.4602 (LLC amendment))/mileg.aspx?page=GetObject&objectname=mcl-450-4602) Source: Mich. Comp. Laws § 450.5006 (Foreign LLC amendment))/mileg.aspx?page=GetObject&objectname=mcl-450-5006)

A foreign entity (one organized under another state’s law) that transacts business in Michigan before registering with the Department of Licensing and Regulatory Affairs (LARA) is subject to distinct statutory penalties and practical limitations. These consequences are not hypothetical: the statutes confer both procedural disabilities and monetary penalties until the entity completes late registration (qualification) and pays back fees.

Loss of standing to maintain lawsuits:

• Under Mich. Comp. Laws § 450.2055 (corporations) and § 450.5009 (LLCs), an unqualified foreign corporation or LLC transacting business in Michigan cannot maintain a lawsuit in Michigan courts until it registers and pays all fees, penalties, and taxes due during the lapse period. This bar covers new actions and can pause existing suits (but does not invalidate otherwise valid contracts or defenses). Once the entity qualifies and pays arrears, standing is restored.

Back fees and monetary penalties:

• The LARA Corporations Division is authorized to collect all fees and penalties the foreign entity would have owed had it properly registered at commencement, plus “a penalty in an amount equal to all fees and franchise taxes that would have been imposed for each year or part thereof during which the corporation was transacting business without authority” (see § 450.2062(2) for corporations, § 450.5017(2) for LLCs). This means late-qualifiers must file and pay for each missed year, escalating costs rapidly for long-unqualified operations.

Contracts and validity:

• Michigan statutes clarify that a lack of qualification does not impair a foreign corporation’s or LLC’s ability to defend itself in court, nor does it invalidate acts or contracts the entity entered into while unqualified. This clause avoids retroactive nullification of business acts but leaves the entity exposed to other compliance risks.

Procedure to cure:

• The entity must file the standard Application for Certificate of Authority, pay all usual and catch-up fees/penalties, and file any due annual statements/reports retroactively. Upon acceptance and payment of arrears, full legal rights and good standing are restored prospectively.

There is no published provision in the Michigan statutes for waiver or reduction of statutory penalties for inadvertent failure to qualify; statutory language is mandatory.

Practical note: Unqualified status may come to light in routine litigation, banking, or regulatory due diligence. Clean-up can be expensive but is typically curable once all payments and filings are brought current.

Source: Mich. Comp. Laws § 450.2055 (foreign corporation lawsuit bar))/mileg.aspx?page=GetObject&objectname=mcl-450-2055) Source: Mich. Comp. Laws § 450.2062 (foreign corporation penalties))/mileg.aspx?page=GetObject&objectname=mcl-450-2062) Source: Mich. Comp. Laws § 450.5009 (foreign LLC lawsuit bar))/mileg.aspx?page=GetObject&objectname=mcl-450-5009) Source: Mich. Comp. Laws § 450.5017 (foreign LLC penalties))/mileg.aspx?page=GetObject&objectname=mcl-450-5017)

Any Michigan business entity—corporation, LLC, and others—must maintain an up-to-date registered agent and registered office. When an entity needs to change its agent or the address, Michigan law and LARA (the Department of Licensing and Regulatory Affairs, Corporations, Securities & Commercial Licensing Bureau) require prompt filing of an amendment to its records.

Who files and when:

• Both domestic (Michigan-formed) and foreign (qualified) corporations and LLCs must report changes to the registered agent or registered office immediately upon such change.

Statutory process and forms:

• Domestic corporations use "Certificate of Change of Registered Office and/or Change of Resident Agent" (Form CSCL/CD-520), per Mich. Comp. Laws § 450.1242.
• Domestic LLCs use the same form, authorized by Mich. Comp. Laws § 450.4208.
• Foreign corporations and LLCs generally use Form CSCL/CD-520 or the entity-specific version (see LARA’s current forms page), based on LARA’s published instructions. Statutes for foreign entities incorporate similar requirements, but confirm the correct form and procedure for your entity type at the official link below.

Fee and method:

• The filing fee as of June 2024 is $5 per submission, per LARA’s forms and fees page. Confirm the current fee before filing, as LARA updates this periodically.
• File online using the COFS portal (MiLogin authentication required), or mail the paper form to LARA’s Lansing office.
• The change is effective once LARA endorses the filing, unless a delayed effective date (up to 90 days) is designated.

After agent resignation:

• If a registered agent resigns, the entity has 30 days after LARA accepts the resignation to appoint a new agent before risking administrative dissolution (for domestic) or revocation of authority (for foreign entities). See Mich. Comp. Laws § 450.1244 for corporations and § 450.4209 for LLCs.

Pointers:

• Each entity must file individually; group filings are not permitted.
• Prompt compliance preserves good standing and avoids risk of loss of status. For deadlines, fees, and current forms, always check LARA’s official page below.

Source: LARA Forms and Fees — Registered Office/Agent Change Source: Mich. Comp. Laws § 450.1242 (corporate agent/office change))/mileg.aspx?page=GetObject&objectname=mcl-450-1242) Source: Mich. Comp. Laws § 450.4208 (LLC agent/office change))/mileg.aspx?page=GetObject&objectname=mcl-450-4208) Source: Mich. Comp. Laws § 450.1244 (corporate agent resignation))/mileg.aspx?page=GetObject&objectname=mcl-450-1244) Source: Mich. Comp. Laws § 450.4209 (LLC agent resignation))/mileg.aspx?page=GetObject&objectname=mcl-450-4209)