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When incorporating in Michigan with LegalZoom, we not only file your articles of incorporation with the Michigan Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Michigan corporation.
Michigan Incorporation Information
Incorporating in Michigan
Choosing a business name is one of the first steps of forming your Michigan Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Michigan business entity and any reserved names on record, subject to certain exceptions under state law
- May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by state law and its articles of incorporation
- Shall not contain a word or phrase, an abbreviation, or derivative of a word or phrase, the use of which is prohibited or restricted by any other statute of Michigan, unless in compliance with that restriction.
In addition, the name must contain one of (or an abbreviation of) the following words:
A Michigan corporation may transact business under an assumed name that complies with Michigan's naming conventions. This requires filing a certificate of assumed name with the secretary of state, along with the appropriate filing fee, and may be renewed for a limited period of time.
Articles of Incorporation:
When incorporating in Michigan, articles of incorporation must be filed with the Michigan Secretary of State. Michigan law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: None.
- Duties: Signing in ink and filing the articles of incorporation for the corporation.
- Listing Requirements - The name and mailing address of each incorporator must be listed in the articles.
When incorporating in Michigan, a corporation can be formed for any lawful business activity
- The purposes for which the corporation is formed must be included in the articles. It is sufficient to state that the corporation may engage in any activity within the purposes for which corporations may be formed under the Michigan Business Corporation Act.
- Corporations formed for educational purposes may be required have additional requirements under Michigan state law.
- Minimum Number of Directors: One or more, to be listed in the bylaws or fixed in accordance with them.
- Eligibility Requirements: None. However, the articles of incorporation or bylaws may prescribe qualifications for directors.
- Listing Requirements: Not required in the articles.
The articles of incorporation must state:
- The aggregate number of shares that the corporation is authorized to issue.
- The designation of classes and series of shares, as well as their relative rights, if any.
- A statement of board authority to divide classes into series, if any.
Other Required Information:
- The street address and mailing address, if different, of the corporation's initial registered office and the name of its initial resident agent at that office.
- The mailing address of the corporation's principal office.
- The duration of the corporation, if not perpetual.
Michigan allows additional provisions to be included in the articles for:
- Managing the business and regulating the affairs of the corporation.
- Regulating the powers of the corporation, its board of directors, and shareholders.
- Limitation of director liability to the corporation or its shareholders for money damages in certain situations.
The initial bylaws of a corporation shall be adopted by its incorporators, its shareholders, or its board. The shareholders or the board may amend or repeal the bylaws or adopt new bylaws unless the articles of incorporation or bylaws provide that the power to adopt new bylaws is reserved exclusively to the shareholders or that the bylaws or any particular bylaw shall not be altered or repealed by the board. The bylaws may contain any provision for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.
Officers must be listed in the bylaws or elected by the board, and may appoint other officers, in compliance with the bylaws. A corporation must have a president, secretary, treasurer, and, if desired, a chairman of the board, 1 or more vice- presidents, and such other officers as may be prescribed by the bylaws or determined by the board. Any officer may simultaneously hold more than one office in the corporation, but may not sign a document required by law, the articles or the bylaws in more than one capacity.
Resident agent and registered office:
Each Michigan corporation and each foreign corporation authorized to transact business in Michigan shall have and continuously maintain in the state of Michigan both of the following:
- A registered office which may be the same as its place of business.
- A resident agent, which may be either an individual resident in Michigan whose business office or residence is identical with the registered office, a domestic corporation, or a foreign corporation authorized to transact business in Michigan and having a business office identical with the registered office.
Under Michigan law, a professional corporation is formed in order to render services within one specific profession. Professional service includes, but is not limited to, services rendered by certified or other public accountants, chiropractors, dentists, optometrists, veterinarians, osteopaths, physicians and surgeons, doctors of medicine, doctors of dentistry, podiatrists, chiropodists, architects, professional engineers, land surveyors, and attorneys at law.
A report must be filed with the Michigan Secretary of State no later than May 15 of each year, except for the first year of incorporation. This report must be filed each year before the end of the month in which the corporation was originally incorporated, and must indicate:
- The corporation's name;
- The address of its registered office and the name of its resident agent at that office in this state;
- The general nature of the business in which the corporation is engaged;
- The names and addresses of the directors, president, secretary and treasurer; and
- For foreign corporations authorized to transact business in the state, the total number of authorized shares and the most recent percentage used in computation of the tax required by the single business tax act.
Within four months after the end of the fiscal year, a corporation must also distribute to the shareholders a financial report including the corporation's year-end balance sheet, state of income, and other information which may be required under state law.
Income Tax Rate: For information on the Michigan state income tax rate, visit: http://www.michigan.gov/treasury/
S corporation status is recognized by the State of Michigan.