To operate an out-of-state business in Michigan, you need a Michigan Certificate of Authority from the Department of Licensing and Regulatory Affairs (LARA). Foreign corporations file Form CSCL/CD-560 and foreign LLCs file Form CD-760, each with a recent certificate of good standing from the home jurisdiction, the name and address of a Michigan resident agent, and the applicable fee.1Michigan Department of Licensing and Regulatory Affairs. Application for Certificate of Authority to Transact Business or Conduct Affairs in Michigan
When You Actually Need to Register
Michigan law bars any foreign corporation from transacting business in the state until it has obtained a certificate of authority, and the same rule applies to foreign LLCs.2Michigan Legislature. Michigan Compiled Laws 450.2011 – Certificate of Authority; Transaction of Business3Michigan Legislature. Michigan Code 450.5007 – Foreign Limited Liability Company; Transacting Business Without Certificate of Authority If you were formed in another state or country and you plan to hire Michigan employees, keep an office in the state, or regularly sell goods or services there, you need to register.
Not every contact triggers the rule. The Business Corporation Act names activities that, by themselves, do not count as transacting business:4Michigan Legislature. Michigan Compiled Laws 450.2012 – Activities Not Constituting Transaction of Business; Applicability of Section
- Internal corporate business, such as board or shareholder meetings.
- Maintaining bank accounts in Michigan.
- Soliciting orders through employees or agents when the orders must be accepted outside Michigan before they become binding.
- Maintaining, defending, or settling a lawsuit.
- Keeping transfer agents, registrars, or depositories for your own securities.
- Creating or acquiring debt and security interests, collecting debts, or simply owning property without doing anything else.
- Completing an isolated transaction within 30 days that is not one of a series of repeated similar transactions.
- Conducting business that qualifies as interstate commerce.
The list is not exhaustive, and the safe harbor only helps if the listed activity is the only thing you’re doing in Michigan. The moment you go beyond it, you need the certificate.
How to File the Application
The forms are on the LARA website and go to the Corporations, Securities and Commercial Licensing Bureau. Both ask for your legal name, the state or country of organization, your organization date, and your principal office address.5Michigan Department of Licensing and Regulatory Affairs. Application for Certificate of Authority to Transact Business in Michigan – For Foreign Limited Liability Companies Three items deserve attention before you submit.
Michigan resident agent and registered office. Every authorized foreign entity must keep a resident agent and a registered office in Michigan. The agent can be a Michigan resident individual, a domestic corporation or LLC, or an authorized foreign corporation or LLC. The registered office address must match the agent’s business or residential address.6Michigan Legislature. Michigan Code 450.1241 – Registered Office; Resident Agent
Certificate of good standing. You must attach a good-standing certificate from your home jurisdiction, and it cannot be dated more than 30 days before LARA receives your application. Most states charge between $5 and $25 to issue one, so order it in time.1Michigan Department of Licensing and Regulatory Affairs. Application for Certificate of Authority to Transact Business or Conduct Affairs in Michigan
Name availability. If your legal name is already taken in Michigan or doesn’t meet the state’s naming rules, you can add a distinguishing word or abbreviation, or adopt an available assumed name for Michigan use. Whichever name appears on the application becomes the name you must use in all Michigan dealings.7Michigan Legislature. Michigan Code Chapter 450 – Corporations
LARA reviews the filing once it has a complete application, the good-standing certificate, and the fee. If everything checks out, the certificate is issued and you can legally operate.
Fees and How Fast You Can Get It
Foreign profit corporations pay $60, which is a $10 non-refundable filing fee plus a $50 initial franchise fee. Foreign nonprofit corporations pay $20.8Licensing and Regulatory Affairs. Foreign Profit, Nonprofit, and Professional Corporations Foreign LLCs pay $50.9Michigan Department of Licensing and Regulatory Affairs. Michigan Corporation Division Filing Fees
Standard processing takes several weeks. If you have a deal closing or a contract deadline, LARA offers expedited service for an extra fee on top of the regular filing cost, starting at $50 for 24-hour turnaround on a certificate of authority application and climbing to $1,000 for one-hour service.10Michigan Department of Licensing and Regulatory Affairs. Expedited Service Fees For most filers, the 24-hour tier is the sensible upgrade.
Annual Report to Stay Authorized
Approval is not the finish line. Every authorized foreign corporation and LLC must file an annual report with LARA by May 15 each year, updating the principal office, registered agent details, and current officers or managers.11Michigan Legislature. Michigan Code 450.1911 – Annual Report The fee is $25.12Licensing and Regulatory Affairs. Renew my Corporation
Late filings carry a $10 penalty for each month or partial month starting May 16. The larger risk is losing the certificate entirely: if a foreign corporation fails to file for a full year, its certificate of authority becomes subject to revocation.13Michigan Legislature. Michigan Code 450.2922 – Failure to File Annual Report Also tell LARA promptly when your resident agent, registered office, or entity name changes. Stale information means missed service of process, which is far more expensive to fix than an update filing.
What It Costs to Skip Registration
The most immediate consequence is that you cannot sue in Michigan. A foreign corporation transacting business without a certificate cannot maintain any action, suit, or proceeding in a Michigan court until it obtains one.2Michigan Legislature. Michigan Compiled Laws 450.2011 – Certificate of Authority; Transaction of Business The same bar applies to foreign LLCs and extends to their successors and assignees.3Michigan Legislature. Michigan Code 450.5007 – Foreign Limited Liability Company; Transacting Business Without Certificate of Authority If a customer stops paying or a partner breaches, you cannot enforce anything in a Michigan court until you register.
Money follows. Foreign corporations that transacted business without a certificate owe all fees and penalties they would have paid had they registered on time. For foreign LLCs, the statute is specific: back fees for the unauthorized period, plus a civil penalty of $100 to $1,000 for each calendar month of unauthorized activity going back up to five years, capped at $10,000. Individual managers, members, or authorized persons who directed the activity can also be personally penalized up to $10,000.3Michigan Legislature. Michigan Code 450.5007 – Foreign Limited Liability Company; Transacting Business Without Certificate of Authority The Attorney General can bring proceedings to collect.
Michigan Taxes Come With the Presence
The certificate itself does not create tax liability, and skipping the certificate does not avoid it either. Foreign corporations with Michigan business activity owe the state’s corporate income tax at 6% on income apportioned to the state.14Michigan Legislature. Michigan Code 206.623 – Corporate Income Tax Michigan also imposes a 6% use tax on tangible personal property bought out of state and stored or consumed in Michigan.15Michigan Legislature. Michigan Code 205.93 – Use Tax Act Sellers of tangible goods and certain services must collect and remit 6% sales tax. Remote sellers exceeding $100,000 in Michigan retail sales or 200 transactions in the prior calendar year cross the state’s economic nexus threshold and must register for sales tax collection whether or not they have a physical presence.
Closing Out When You’re Done
When your company stops doing business in Michigan, file a formal withdrawal instead of letting the registration die on its own. A foreign corporation withdraws by filing an application with LARA stating its name, jurisdiction of incorporation, that it is no longer transacting business in Michigan, and that it surrenders its authority.16Michigan Legislature. Michigan Code 450.2031 – Certificate of Withdrawal
Before you file, bring all annual reports current and settle Michigan tax obligations. The Department of Treasury runs a tax clearance process for entities withdrawing, and open tax matters can delay or block the withdrawal. Simply stopping annual reports doesn’t end the relationship. Penalties and late fees keep accruing until LARA revokes the certificate, and the resulting record complicates any future Michigan filing.