To start a corporation in Michigan, file Articles of Incorporation with the Department of Licensing and Regulatory Affairs (LARA) and pay a minimum fee of $60. Filing creates a separate legal entity that shields your personal assets from business debts and lawsuits. Most of the real work happens before you file — picking a name, lining up a registered agent, and deciding how many shares your corporation can issue.
Pick a Corporate Name That Meets Michigan’s Rules
Your name must include one of these words or their abbreviations: Corporation, Company, Incorporated, Limited, Corp., Co., Inc., or Ltd.1Michigan Legislature. Michigan Compiled Laws 450.1211 – Corporate Name It also has to be distinguishable from every other business name on file with the state. When LARA checks for conflicts, it ignores punctuation and the required designator, so “Create Corporation” and “Create Company” count as the same name.2Michigan Department of Licensing and Regulatory Affairs. Choosing a Business Name
Run a name search through the LARA Corporations Division website before you draft anything. If you’ve settled on a name but aren’t ready to file, you can reserve it with LARA for a limited period.
Appoint a Registered Agent
Every Michigan corporation needs a registered agent — called a “resident agent” in the statute — to receive legal papers and official mail. The agent must be a Michigan resident or a business authorized to operate in the state, and the registered office has to be an actual street address in Michigan. A P.O. Box doesn’t qualify.3Michigan Legislature. MCL – Section 450.1202
You can name yourself if you have a qualifying address and are reliably available during business hours. Professional registered agent services typically charge $50 to $300 per year and keep your home address off the public record.
Decide on Authorized Shares
Your Articles must state the total number of shares the corporation can issue.3Michigan Legislature. MCL – Section 450.1202 That number is a ceiling, not a commitment. The shares you actually hand out are “issued” shares, and the gap between authorized and issued leaves room to bring in investors or compensate employees without amending your Articles later.
The share count also drives your filing fee. Up to 60,000 shares costs $60 total. One million shares costs $110. Above 10 million, you’re paying $510 plus $1,000 for every additional 10 million.4Michigan Department of Licensing and Regulatory Affairs. Filing Fees for Domestic Profit and Professional Corporations Most small corporations authorize somewhere between 1,000 and 10,000 shares, which keeps the fee at the minimum and still leaves breathing room.
File the Articles of Incorporation
The Articles of Incorporation is the document that actually creates the corporation. Michigan law requires it to include:3Michigan Legislature. MCL – Section 450.1202
- The corporate name with its required designator.
- A statement of purpose. For most businesses, a broad statement that the corporation may engage in any lawful activity is enough. Educational corporations must say so specifically.
- The total number of authorized shares, and a description of each class if you’re creating more than one.
- The registered agent’s full name and the Michigan street address of the registered office.
- The name and address of each incorporator. At least one must sign.
- Duration, only if the corporation won’t exist perpetually. Leave it blank for perpetual existence.
LARA provides a fill-in-the-blank form on its website. Optional provisions such as indemnification clauses or limits on director liability can be added, but none of them are required to get filed.
Submit the completed Articles to the LARA Corporations Division. Online filing through the MiBusiness Registry Portal is faster and less likely to be rejected for formatting issues.5Michigan Department of Licensing and Regulatory Affairs. Corporations Division You can also mail the documents to LARA’s Lansing P.O. Box or drop them off in person at the Okemos office.
The full fee schedule by authorized shares:
- 1 to 60,000 shares: $60
- 60,001 to 1,000,000 shares: $110
- 1,000,001 to 5,000,000 shares: $310
- 5,000,001 to 10,000,000 shares: $510
- Over 10,000,000 shares: $510 plus $1,000 for each additional 10 million
Each total includes a $10 nonrefundable processing fee and a $50 organization fee at the base level.4Michigan Department of Licensing and Regulatory Affairs. Filing Fees for Domestic Profit and Professional Corporations
Expedited Processing If You Need It
Standard online filings usually clear within a few business days. If you’re racing a deadline, LARA offers paid expedited service on top of the regular fee:6Michigan Department of Licensing and Regulatory Affairs. Expedited Service Fees
- 24-hour service: $50
- Same-day service: $100 (received by 1 p.m.)
- Two-hour service: $500 (received by 3 p.m.)
- One-hour service: $1,000 (received by 4 p.m.)
Each expedited request needs a separate BCS/CD-272 form.
What to Do Immediately After LARA Approves Your Filing
Approval makes the corporation exist, but it isn’t ready to operate yet. Several tasks come right behind.
Get an EIN
Apply to the IRS for an Employer Identification Number. The EIN is a nine-digit tax ID that works like a Social Security number for your business, and you need it to open a bank account, file taxes, or hire anyone. The IRS issues EINs online at no cost, usually within minutes.7Internal Revenue Service. Get an Employer Identification Number
Adopt Bylaws and Hold an Organizational Meeting
Bylaws are the internal rulebook: how directors are elected, when meetings happen, who can sign contracts, how decisions get made. They aren’t filed with the state, but Michigan treats them as a required internal document.
Shortly after formation, the incorporators or initial directors should hold an organizational meeting to adopt the bylaws, elect officers (president, secretary, and treasurer at a minimum), and authorize the first issuance of stock. Take minutes. Skipping this step is where a lot of small corporations begin building the weak paper trail that comes back to haunt them during an audit, a lawsuit, or an attempted sale.
Issue Stock and Open a Corporate Bank Account
A corporation with no issued shares has no actual owners. Issue shares to your initial shareholders at the organizational meeting and record each issuance in a stock ledger. If you plan to raise money from investors beyond a small founder group, selling securities triggers federal and state registration requirements; many small corporations rely on an exemption under SEC Regulation D, which still requires filing a Form D with the SEC after the first sale.8Investor.gov. Rule 506 of Regulation D
Open a dedicated corporate bank account once you have the EIN. Mixing personal and business funds is the fastest way to lose the liability protection you incorporated for in the first place.
Register With the Michigan Department of Treasury
This is the step new corporations most often miss. Filing with LARA does not register you with Treasury for tax purposes. You register separately, either online through Michigan Treasury Online (MTO) or by mailing Form 518.9State of Michigan. New Business Registration
Taxes you may need to register for:
- Corporate Income Tax (CIT). Michigan imposes a 6% tax on C corporations. A small business alternative credit drops the effective rate to 1.8% of adjusted business income, and corporations with less than $350,000 in gross receipts don’t need to file.10State of Michigan. Corporate Income Tax
- Sales and use tax, if you sell tangible goods or certain services at retail.
- Withholding tax, as soon as you have employees.
- Unemployment insurance tax, paid to Michigan’s Unemployment Insurance Agency rather than Treasury.
Online MTO registration is recognized on the system within 15 minutes, though full processing can take up to 48 hours. Paper registration via Form 518 takes two to three weeks.9State of Michigan. New Business Registration
Consider Electing S-Corporation Tax Status
By default, your Michigan corporation is a C corporation: the business pays corporate income tax, and shareholders pay personal income tax on dividends. Many small corporations avoid that double taxation by electing S-corporation status with the IRS, which passes income through to shareholders and skips the corporate-level tax.
To qualify, the corporation can have no more than 100 shareholders, all of whom must be U.S. citizens or residents (no partnerships, other corporations, or foreign investors), and the corporation can have only one class of stock. The election is made by filing IRS Form 2553 within two months and 15 days of the date of incorporation. Miss that window and you wait until the next tax year, paying C-corp taxes in the meantime.
An S-corp election only affects federal and Michigan income tax treatment. It changes nothing about how the corporation is structured or governed under state law. If the corporation later breaks any eligibility rule — issuing a second class of stock, adding a 101st shareholder — the election terminates automatically and the IRS won’t let you re-elect for five years.
Stay in Good Standing
Annual Report
Every Michigan for-profit corporation must file an annual report with LARA by May 15 each year, along with a $25 filing fee.11Michigan Department of Licensing and Regulatory Affairs. Annual Reports and Annual Statements The report confirms or updates your registered agent, officers, directors, and the nature of your business.12Michigan Legislature. Michigan Compiled Laws 450.1911 – Annual Report One useful exception: a corporation formed between January 1 and May 15 doesn’t have to file a report for that first calendar year.
Miss the deadline and LARA gives you a two-year grace period. After that, the corporation is automatically dissolved 60 days later. LARA sends a notice at least 90 days before the two-year deadline expires, but mail gets lost, and dissolution creates real problems with contracts, bank accounts, and liability protection.13Michigan Legislature. MCL – Section 450.1922
Corporate Records
Michigan corporations must keep certain records on hand at all times: the Articles of Incorporation and any amendments, the bylaws, meeting minutes for both directors and shareholders, and a current list of shareholders with addresses and share counts. These matter most when they’re hardest to reconstruct — during a lawsuit, an audit, or a sale. A corporate records binder set up from day one takes almost no effort. Rebuilding it three years later takes a lot.
Federal Beneficial Ownership Reporting
You may have heard about the Corporate Transparency Act’s requirement to report beneficial ownership information to FinCEN. As of March 2025, FinCEN exempted all domestic companies, including Michigan corporations, from this requirement. Only entities formed in a foreign country and registered to do business in the United States are currently required to file.14FinCEN. Beneficial Ownership Information Reporting This area has seen significant legal challenges, so check FinCEN’s website if you’re forming your corporation well after 2025.