Closing a Michigan involves filing the right documents with the state, settling outstanding tax obligations, and completing a specific legal wind-up sequence. Skip those steps, and your business stays legally active, leaving you on the hook for ongoing fees, taxes, and liability.
Michigan routes these filings through the Corporations, Securities & Commercial Licensing (CSCL) Bureau within the Department of Licensing and Regulatory Affairs (LARA). This guide walks you through the complete dissolution process for both LLCs and corporations, including required approvals, the correct forms, the 60-day tax clearance requirement from the Michigan Department of Treasury, and the post-dissolution tasks that close out your business for good.
Note: This guide covers LLC and corporation dissolution in depth. If your business is a nonprofit, see our full resource on how to dissolve a nonprofit corporation. If you operate a partnership, see our guide on how to dissolve a business partnership.
What to do before filing: Pre-dissolution checklist
Before you submit any dissolution paperwork to LARA, work through the following:
- Check your status. If your LLC is not in good standing with LARA, you must restore good standing before LARA will accept a dissolution filing.
- Review your operating agreement or corporate bylaws. These documents may set specific procedures and requirements for dissolving the business.
How to dissolve an LLC in Michigan: Step-by-step
Step 1: Vote to dissolve
The members of the LLC must formally approve the decision to dissolve. The required vote threshold is set by your Michigan LLC operating agreement. If the operating agreement doesn’t specify dissolution procedures, Michigan law requires the unanimous vote of all members entitled to vote.
Document the vote in writing. A written member resolution or signed consent, kept in your LLC records, protects you if questions arise later about proper authorization.
If you're running a single-member LLC, simply record your decision to dissolve in writing.
Step 2: Wind up business affairs
With the vote documented, the LLC moves into the winding-up phase. This includes:
- Finishing or canceling outstanding contracts
- Collecting money owed
- Paying or making reasonable provision for outstanding debts
Michigan law gives an LLC two optional tools for cutting off future claims:
- Direct written notice to known creditors. This triggers a six-month claims bar against creditors who receive the notice.
- Published notice to unknown or contingent claimants. This should be published once in a newspaper of general circulation in the county where the LLC's principal place of business or registered office is located. Published notice gives creditors one year to make a claim.
Neither notice is required, but using both gives the strongest protection against future claims.
Step 3: File a certificate of dissolution with LARA
File a certificate of dissolution with the LARA Corporations, Securities & Commercial Licensing Bureau. You'll need to provide your LLC's legal name and identification number and specify the reason for dissolution. A manager (if manager-managed), a member (if member-managed), or an authorized agent must sign the certificate.
- Online: Log in to the MiBusiness Registry Portal with a MiLogin for Business account. Search for your LLC, request access, find the entity under the My Records tab, and file the Certificate of Dissolution as a subsequent document. The base filing fee is $10, plus a credit card processing fee. CID and PIN credentials from the previous system (COFS) do not transfer; you need a MiLogin for Business account to file.
- By mail: Download Form 730, Certificate of Dissolution form from the LARA website, complete it, include a check or money order for $10 payable to the State of Michigan, and mail it to:
Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
P.O. Box 30054
Lansing, MI 48909
The effective date of dissolution is the date LARA receives the certificate, unless the certificate specifies a later effective date. A mismatched entity name, missing required fields, or outstanding annual statement filings will get the filing rejected.
Step 4: Request tax clearance from the Michigan Department of Treasury
Within 60 days of submitting a certificate of dissolution, you’ll need to notify the Department of Treasury.
Start by filing Form 163, Notice of Change or Discontinuance by mail or electronically through Michigan Treasury Online. The Department of Treasury requires this notice on record before it will process your Request for Tax Clearance Certificate, and the effective date of discontinuance must match on both forms.
Within 60 days of submitting a certificate of dissolution, the LLC must request a tax clearance certificate from the Michigan Department of Treasury using Form 5156, Request for Tax Clearance Certificate. This form must be printed and mailed to the Michigan Department of Treasury. They will review the business tax account for outstanding liabilities and missing returns, then issue a tax clearance certificate if everything is in order.
Mail printed requests to:
Michigan Department of Treasury
Tax Clearance Section
P.O. Box 30778
Lansing, MI 48909-8278
Missing the 60-day window can leave your LLC on the Treasury's active tax rolls. The business will continue to be expected to file returns and pay any assessed taxes until tax clearance is obtained, even after LARA has processed your dissolution filing.
Step 5: Distribute assets
Once all debts have been paid, distribute remaining assets to members according to the operating agreement, or according to Michigan law if the agreement doesn’t specify. Distributing assets before resolving obligations can lead to asset recipients being held personally liable for any claims made against the company.
How to dissolve a corporation in Michigan: Step-by-step
Step 1: Get board and shareholder approval
Corporation dissolution typically follows a two-stage internal approval process.
First, the board of directors adopts a resolution recommending dissolution and calling for a shareholder vote. Next, the shareholders must vote to approve the resolution. Dissolution requires a majority of the outstanding shares entitled to vote on the dissolution, unless your bylaws specify otherwise.
Note: The threshold is measured against all outstanding voting shares, not just the shares voted at the meeting, so abstentions and absent shareholders effectively count against dissolution.
If the bylaws permit, the corporation can also dissolve by written consent of shareholders without a meeting. The consent must be signed by holders of shares with at least the minimum number of votes that would be needed to approve dissolution at a meeting where all shares entitled to vote were present.
Make sure each shareholder of record receives proper notice of the meeting, whether or not they are entitled to vote. Keep written records of the board resolution and shareholder vote, including the date, vote count, and signatures.
Step 2: Wind up corporate affairs
Once formally dissolved, a Michigan corporation may no longer carry on business except for the purpose of winding up its affairs. This involves:
- Completing or canceling all contracts and leases
- Collecting outstanding accounts receivable
- Resolving obligations to vendors, customers, and clients
- Issuing final payroll
- Notifying creditors
A dissolved corporation may notify existing credit claimants in writing at any time after the effective date of dissolution. The notice must include a description of the information required in a claim, a mailing address for submitting claims, and a deadline of at least six months after the effective date by which claims must be received. Claims not received by that deadline are disallowed.
Step 3: File a certificate of dissolution with LARA
File Form 531, Certificate of Dissolution with LARA's CSCL Bureau online or by mail.
Required information includes the corporation's legal name, the LARA identification number, how the dissolution was proposed and approved (meeting, written consent, or shareholder agreement), and a signature from an authorized officer or agent of the corporation.
- Online: Log in to the MiBusiness Registry Portal with a MiLogin for Business account. Search for the corporation, request access, find the entity under the My Records tab, and file the certificate of dissolution as a subsequent document. CID and PIN credentials from the previous system (COFS) do not transfer; you need a MiLogin for Business account to file.
- By mail: Download the form from the LARA website and mail it with a $10 check or money order payable to the State of Michigan to:
Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
P.O. Box 30054
Lansing, MI 48909
The nonrefundable base filing fee is $10. Expedited service is available for additional non-refundable fees: 24-hour ($100), same-day ($200), two-hour ($500), or one-hour ($1,000). The dissolution is effective on the date LARA receives the certificate, unless the certificate specifies a later effective date within 90 days after receipt. A missing signature, a name that doesn't match LARA's records exactly, or outstanding annual report filings will get the filing rejected.
Step 4: Handle tax clearance and final tax filings
Within 60 days of LARA receiving the certificate of dissolution, two more forms must be filed. First, file Form 163, Notice of Change or Discontinuance electronically through Michigan Treasury Online. This form is required to be on record before the state will approve your next form. The effective date of discontinuance must match on both forms.
Also within 60 days of LARA receiving the certificate of dissolution, file Form 5156, Request for Tax Clearance Certificate with the Michigan Department of Treasury. It must be printed and mailed to:
Michigan Department of Treasury
Tax Clearance Section
P.O. Box 30778
Lansing, MI 48909-8278
File a final Michigan Corporate Income Tax return marked "final" on your normal tax schedule. If the corporation elected to remain under the Michigan Business Tax for credit reasons, close out the MBT account as well.
If the corporation had employees, file Form UIA-1772, Notice of Change with the Michigan Unemployment Insurance Agency. Submit it through your MiWAM account, or mail it to:
Unemployment Insurance Agency
P.O. Box 8086
Royal Oak, MI 48086
To end your federal tax obligations, file a final federal corporate income tax return with the "final return" box checked. Corporations that dissolve or liquidate must also file Form 966, Corporate Dissolution or Liquidation with the IRS within 30 days of adopting the plan of dissolution.
Missing the 60-day state tax clearance window can leave the corporation on the Treasury Department's active tax rolls. The corporation will continue to be expected to file returns and pay any assessed taxes until tax clearance is obtained, even after LARA has processed the dissolution.
What to do after your Michigan dissolution is approved
LARA's approval ends your business' legal existence in Michigan, but it doesn't automatically close your accounts with the IRS, your bank, or licensing agencies.
- File your final federal tax return and mark it as final. Check the "Final return" box on whichever form your business normally files.
- Confirm your Michigan state tax accounts are closed. Save the tax clearance certificate from the Michigan Department of Treasury with your business records.
- Close your business bank accounts and credit lines.
- Close your EIN account with the IRS. After filing all final tax returns, mail a written request to the IRS. The letter must include the business' complete legal name, EIN, business address, and reason for closure. Include a copy of your original EIN assignment notice if you have it.
- Cancel all remaining business licenses and permits. Contact each issuing agency individually: LARA for state-level licenses, your local municipality for city or county permits.
How LegalZoom can help
LegalZoom’s dissolution services can help manage your SOS filing—whether you want to take care of most of it yourself or you want hands-on management by a dedicated partner.
Our premium Business Dissolution Manager service can evaluate your filing status, identify gaps, handle and track your filing, and confirm lawful closure once it’s been accepted. We can also help you devise a game plan to complete your dissolution with relevant agencies. Our standard dissolution service is a structured DIY approach for simple closures.
Michigan business dissolution FAQs
What happens if I don't formally dissolve my Michigan LLC or corporation?
The business stays legally active on Michigan's records, continues to accrue annual report obligations, and may eventually be administratively dissolved by the state. Administrative dissolution does not eliminate liability and can affect your ability to use the business name again or avoid ongoing fees and tax filing requirements.
Can a single-member LLC dissolve without a vote?
Yes. The sole member can authorize dissolution on their own. No formal meeting is required, but the decision should be recorded in writing and kept with the LLC's records.
What happens if my Michigan LLC has no assets or has been inactive?
The standard dissolution process still applies. File the certificate of dissolution with LARA and request tax clearance within 60 days. Wind-up is simpler with no assets or debts, but the filing requirements don't change.
Do I need a lawyer to dissolve my Michigan business?
Michigan does not require an attorney to file dissolution paperwork. However, if your business has outstanding litigation, complex creditor claims, disputed member or shareholder interests, or significant tax liabilities, it may be wise to consult a CPA or business attorney before filing.
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