To register a business in Michigan, you file formation documents with the Department of Licensing and Regulatory Affairs (LARA), pay a filing fee that starts at $50 for an LLC, and then handle a separate set of federal, state, and employer registrations before you can operate. Sole proprietorships and general partnerships skip the LARA step and register at the county level instead. The full sequence below walks through each stage in the order you should tackle it.
Step 1: Choose a Business Structure
Your structure decides which documents you file, what you pay, and whether your personal assets are exposed to business debts. Michigan recognizes several common forms:
- Sole proprietorship. You and the business are legally the same entity. No liability shield, no LARA filing, though a county-level assumed name filing may be needed.
- General partnership. Two or more people running a business together, with no formation documents and no liability protection. County-level registration only.
- Limited liability company. A separate legal entity that shields members from personal liability. Formed by filing Articles of Organization with LARA.1Department of Licensing and Regulatory Affairs. Limited Liability Company
- Corporation. Shareholders, directors, and officers, formed by filing Articles of Incorporation with LARA.2Michigan Department of Licensing and Regulatory Affairs. Publication – Common Problems Filing Articles of Incorporation
- Professional LLC or professional corporation. Required for licensed professionals like doctors, attorneys, and accountants. A professional LLC’s articles must state the specific professional services rendered, and all members must hold the relevant license. The name must include “professional limited liability company,” “P.L.L.C.,” or “P.L.C.”3Michigan Legislature. Michigan Code MCL – Section 450.4903
Taxation follows the structure. C corporations pay Michigan’s 6% corporate income tax on their net income, while LLCs and S corporations generally pass income through to their owners’ personal returns.4State of Michigan. Corporate Income Tax Getting this right at the start saves painful restructuring later.
Step 2: Pick a Name That Meets Michigan’s Rules
Search LARA’s Corporations Division database first to confirm your proposed name is distinguishable from every other registered corporation, LLC, and limited partnership in the state.5Department of Licensing and Regulatory Affairs. Naming a Limited Liability Company
LLC names must include “limited liability company,” “L.L.C.,” or “L.C.” (periods optional), and cannot include “corporation,” “incorporated,” or their abbreviations.6Michigan Legislature. Michigan Code MCL – Section 450.4204 Corporation names must include “corporation,” “company,” “incorporated,” or “limited,” or an abbreviation like “corp.,” “co.,” “inc.,” or “ltd.”7Michigan Legislature. Michigan Code MCL – Section 450.1211
Step 3: File Formation Documents With LARA
The formation document is what actually creates your business as a legal entity. LLCs file Articles of Organization; corporations file Articles of Incorporation. Both require the name and street address of a Michigan resident agent, who accepts legal papers on the company’s behalf. The agent must be either a Michigan resident whose home or office matches the registered office, or a business entity authorized to operate in Michigan with an office at that address.2Michigan Department of Licensing and Regulatory Affairs. Publication – Common Problems Filing Articles of Incorporation You’ll also give the business purpose and principal office address.
Corporations must list the number of shares authorized, including the class and rights of shares if there are multiple classes, along with the names, addresses, and signatures of each incorporator.2Michigan Department of Licensing and Regulatory Affairs. Publication – Common Problems Filing Articles of Incorporation LLC articles should state whether the company will be managed by its members or by designated managers; if silent, Michigan defaults to member management.1Department of Licensing and Regulatory Affairs. Limited Liability Company
Submit online through the LARA portal or by mail. Non-expedited filings take up to 10 business days.8State of Michigan. Renew My Corporation Fees:
- LLC Articles of Organization: $50.9Michigan Department of Licensing and Regulatory Affairs. Filing Fees
- Corporation Articles of Incorporation: a $10 non-refundable fee plus a franchise fee tied to authorized shares. Up to 60,000 shares carries a $50 franchise fee, for a minimum total of $60. Higher share counts cost more (up to 1,000,000 shares runs $100, and continues climbing above that).10State of Michigan. Domestic Profit and Professional Corporations
Faster turnaround is available for extra fees: 24-hour processing adds $50, same-day $100, and one-hour review $1,000.11State of Michigan. Foreign Profit, Nonprofit, and Professional Corporations – Filing Fees Expedited service is generally limited to documents submitted in person or by mail.
If You’re a Sole Proprietor or General Partnership: File a County DBA
Unincorporated businesses don’t file with LARA at all. Instead, if you operate under any name other than your own, you file a Certificate of Assumed Name with the county clerk in every county where you do business. The certificate must be acknowledged (a notarial act, typically up to $10 in Michigan) and is valid for five years. The clerk will mail renewal forms 30 to 60 days before expiration, and renewal costs $4.00. Miss the renewal and you automatically abandon the name.12Michigan Legislature. Michigan Code MCL – Section 445.1a
LLCs and corporations that want to operate under a name different from their legal entity name register the assumed name at the state level through LARA rather than at the county.
Step 4: Get a Federal EIN
Almost every entity needs an Employer Identification Number from the IRS. You’ll need one to hire employees, to operate as a partnership or corporation, or to pay sales and excise taxes.13Internal Revenue Service. Get an Employer Identification Number The application is free, and the IRS issues the number immediately online.
Sequence matters: form your entity with LARA before applying. The IRS warns that applying before state formation is complete can delay processing.13Internal Revenue Service. Get an Employer Identification Number The online application must be completed in one session, times out after 15 minutes of inactivity, and is limited to one EIN per responsible party per day. The IRS never charges a fee. Any site that does is a third party.
Step 5: Register With the Michigan Department of Treasury
Once your entity exists, register separately for state taxes through the Michigan Treasury Online (MTO) portal.14State of Michigan. Michigan Treasury Online (MTO)
If you sell tangible goods to consumers, you need a sales tax license; Michigan imposes a 6% sales tax on retail sales of tangible personal property.15State of Michigan. Sales and Use Taxes If you hire employees, you’ll register for a withholding tax account through the same portal.
C corporations owe Michigan’s 6% corporate income tax on top of that, though businesses with less than $350,000 in gross receipts and $100 or less in annual tax liability are exempt from filing.4State of Michigan. Corporate Income Tax
Step 6: Handle Employer Registrations if You’re Hiring
Hiring triggers two additional registrations beyond the state withholding account.
Unemployment Insurance
Any business with employees covered by Michigan’s unemployment insurance law must register for an Employer Account Number with the Unemployment Insurance Agency through the MiLogin for Business portal. If there are no issues, you receive the number after completing initial registration; allow four days for account information to transfer before moving on.16State of Michigan. Register Your Business Benefits are funded through employer taxes, not employee deductions.
Workers’ Compensation Insurance
Michigan requires most private employers to carry workers’ compensation coverage, with the trigger tied to headcount and hours. You need coverage if you regularly employ one or more people for 35 or more hours per week for 13 weeks, or if you employ three or more workers at any one time, including part-time staff.17Michigan Department of Labor and Economic Opportunity. Employer Insurance Requirements Sole proprietors aren’t considered employees of their own business, so the requirement kicks in only when they hire someone else. All public employers must carry coverage regardless of headcount.
Step 7: Put Your Internal Governance Documents in Writing
Operating agreements and bylaws aren’t filed with LARA, but skipping them is one of the most common mistakes new owners make.
Michigan law defines an LLC’s operating agreement as a written agreement among all members covering the company’s affairs and conduct of business, and requires every LLC to keep a copy at its registered office or principal place of business. If your agreement is silent on key issues, state defaults fill the gaps, and they may not match what you’d want. Distributions default to equal shares among members regardless of how much each person invested. A member who put in 90% of the startup capital receives the same distribution as a member who put in 10%. Any distribution before a member withdraws or the company dissolves requires unanimous approval unless the operating agreement says otherwise.18Michigan Legislature. Michigan Limited Liability Company Act If the operating agreement ever conflicts with the Articles of Organization, the articles control.
A Michigan corporation’s initial bylaws are adopted by its incorporators, shareholders, or board of directors. Either the shareholders or the board can amend or replace them, unless the articles or the bylaws themselves reserve that power exclusively to shareholders.19Michigan Legislature. Michigan Code MCL – Section 450.1231 Bylaws typically cover meeting procedures, voting rights, officer roles, and how the board functions.
Keeping the Registration Alive: Annual Filings
Filing once isn’t enough. Michigan requires ongoing annual filings, and the deadlines differ by entity type.
Corporations file an annual report by May 15 each year for a $25 base fee. Late penalties start at $10 for filings received between May 16 and May 31 and escalate monthly, reaching $50 for filings on or after September 1.20State of Michigan. Annual Reports and Annual Statements
LLCs file an annual statement by February 15, also for $25, with a flat $50 late penalty. LLCs formed after September 30 don’t owe their first annual statement until February 15 of the following year.21State of Michigan. Annual Filings
Ignoring annual filings has real consequences. Your entity falls out of good standing, and after a two-year grace period (one year for foreign corporations), the state can dissolve, revoke, or terminate the entity.20State of Michigan. Annual Reports and Annual Statements Restoration means filing every missed annual statement, paying $25 for each year missed, and paying an additional $50 for a Certificate of Restoration of Good Standing. The annual filing also requires you to update your registered office address, resident agent, and officer or director information.22Michigan Legislature. Michigan Code MCL – Section 450.1801
If Your Business Is Already Formed in Another State
You don’t form a new entity in Michigan. Instead, you apply for a Certificate of Authority from LARA, a process called foreign qualification. Both foreign LLCs and foreign corporations must designate a Michigan resident agent and obtain a Certificate of Good Standing from their home state, dated no more than 30 days before submission. Foreign LLCs file Form CSCL/CD-760 and pay $50. Foreign profit corporations file Form CD-560 and pay $60 (a $10 non-refundable fee plus a $50 initial franchise fee).9Michigan Department of Licensing and Regulatory Affairs. Filing Fees Foreign LLCs can file online through the LARA business portal; foreign corporations submit by mail or in person. Foreign entities that fail to qualify before doing business in Michigan risk losing access to Michigan courts and facing penalties.