Form a Michigan LLC
LegalZoom is your best resource to start your limited liability company online today. We provide a user-friendly service with hefty customer support to help you create an LLC in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your Michigan LLC with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the Michigan Secretary of State. We also conduct a name search for your Michigan LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Michigan LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a Limited Liability Company Name: Choosing a business name is one of the first steps in the process of forming your Michigan Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "limited liability company", or must contain the abbreviation "L.L.C." or the abbreviation "LLC", either of which abbreviation may be used interchangeably
May not contain a word or phrase that indicates or implies that it may not be organized or that it is organized for a purpose other than a legal business purpose
May not contain the word "corporation", "incorporated", or the abbreviations "corp." or "inc."
Must be distinguishable from the name of a Michigan Limited Liability Company, a foreign LLC authorized to transact business in this state, a corporation, a nonprofit corporation, domestic or foreign limited partnership reserved, registered, or any assumed name
May 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 this state
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Michigan Limited Liability Company before filing to see which names are available.
Registering a Limited Liability Company Name: Once you have chosen an available name for your Michigan Limited Liability Company, LegalZoom can help you register your name with the state.
Articles of Organization: In any Michigan LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Michigan Secretary of State for filing. State law requires that certain information be included in the articles of organization of your Michigan LLC formation. This information must include:
The LLC name
The purpose for which the LLC is organized
The period of LLC's duration if other than perpetual
The street address, (mailing address) including the county, of the LLC's initial registered office
The name of the LLC's initial registered agent at the above address
A statement as to whether the company will be manager managed.
Any other provision, not inconsistent with law, set forth in an operating agreement.
Filing: Your LLC is considered organized once the original executed articles of organization are delivered to the Corporations Division of the Secretary of State by one or more persons. The document must be executed, on behalf of the LLC, by: (1) a manager of the company if manager-managed, (2) by at least 1 member if member-managed, or (3) by an authorized agent of the company. The document shall state the name and the title (capacity) of the signatory.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, a Michigan LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: A limited liability company must have one or more members
Eligibility Requirements: A natural person
Procedure for Membership: A person may be admitted as a member of a LLC either at formation, by signing the initial operating agreement or after formation, by complying with the operating agreement or, if the operating agreement is silent, upon the unanimous vote of the members entitled to vote.
A limited liability company may admit a person as a member who does not make a contribution or incur an obligation to make a contribution to the limited liability company.
Resignation of Membership: Certain prohibitions exist surrounding the right of a member to resign from the company. A member may not resign from a limited liability company except in accordance with the operating agreement or articles of organization.
Contribution: The contributions of a member to the LLC may consist of any tangible or intangible property or benefit to the company, including cash, property, services performed, promissory notes, contracts for services to be performed, or other binding obligation to contribute cash or property or to perform services
Registered Agent In Michigan
LegalZoom can also provide your business with a Registered Agent in Michigan. Every LLC must continuously maintain a registered office and registered agent in Michigan ?defined as the office or person designated to be served with official state correspondence and notice in the event of a lawsuit.
Eligibility Requirements: A registered agent in Michigan may be: (1) an individual resident in this state whose business office or residence is the same as the registered office, or a corporation or LLC having a business office identical with the registered office:
Registered Office: The registered office may be but does not need to be the LLC's place of business. However, the registered agent must maintain a registered office that is identical with the business office.
Michigan Secretary of State
Once a Michigan LLC has been created, the Michigan Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Michigan Secretary of State office.
Records: Each limited liability company shall keep following records open to inspection at its office:
A current list of the full name and last-known address of each member and manager
A copy of the articles or restated articles of organization, together with any amendments to the articles, that were filed with the Michigan Secretary of State
Copies of the LLC's federal, state, and local tax returns and reports, if any, for the 3 most recent years
Copies of any financial statements of the limited liability company for the 3 most recent years.
Copies of operating agreements
Copies of records that would enable a member to determine the members' relative shares of the limited liability company's distributions and the members' relative voting rights.
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
The time specified in the articles of organization
Upon the happening of an event specified in the articles or operating agreement, including a vote of members
Upon the unanimous vote of all members entitled to vote
Automatically upon the entry of a decree of judicial dissolution
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for Michigan is variable and is based on Michigan taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Michigan Secretary of State, along with the correct filing fee. When appropriate, a check payable to the State of Michigan must accompany the document, covering all fees charged by the Secretary of State.