To form a corporation in Michigan, you file Articles of Incorporation with the Department of Licensing and Regulatory Affairs (LARA). A for-profit corporation files Form 500 with a minimum fee of $60; a nonprofit files Form 502 with a flat $20 fee. Before you file, you need a name that is distinguishable from every other entity on record and a resident agent with a Michigan street address. After the state approves the filing, the entity exists, but a short list of federal and internal steps still has to happen before the corporation can actually operate.
Pick a Name LARA Will Accept
Your proposed name must be distinguishable from every other business entity already on file with LARA. This applies equally to for-profit and nonprofit corporations.
A for-profit corporation’s legal name has to include one of these words: Corporation, Company, Incorporated, or Limited. The abbreviations Corp., Co., Inc., or Ltd. are acceptable substitutes.1Michigan Legislature. Michigan Compiled Laws – Act 284 of 1972 Nonprofit designator rules differ slightly under the Nonprofit Corporation Act, but the distinguishability requirement still applies.2Michigan Legislature. Michigan Compiled Laws – Act 162 of 1982
Check availability through LARA’s online business entity search. If the name is open but you are not ready to file, submit an Application of Reservation of Name with a fee of $25 or $10 depending on entity type.3Michigan Department of Licensing and Regulatory Affairs. About Name Reservations The reservation holds the name for a limited period and can be refiled to extend it.
Appoint a Resident Agent
Every Michigan corporation needs a resident agent to receive lawsuits and official notices on the entity’s behalf. The agent can be an individual who lives in Michigan, a domestic corporation, a domestic LLC, or a foreign entity authorized to do business in the state.4Michigan Legislature. Michigan Compiled Laws 450.1241 The agent must have a physical Michigan street address. A P.O. box will not satisfy the requirement.5Michigan Department of Licensing and Regulatory Affairs. Articles of Incorporation for a Domestic Profit Corporation (Form 500)
This is an ongoing obligation. Letting the appointment lapse can contribute to administrative dissolution of a domestic corporation and can be grounds for revoking a foreign corporation’s certificate of authority.6Michigan Legislature. Michigan Compiled Laws Chapter 450
You can serve as your own resident agent. If you work from home and would rather keep your home address off the public record, professional registered agent services typically run between $100 and $300 per year.
File Articles of Incorporation — For-Profit (Form 500)
For-profit corporations file Form 500. The form asks for:5Michigan Department of Licensing and Regulatory Affairs. Articles of Incorporation for a Domestic Profit Corporation (Form 500)
- The corporate name, with the required designator.
- A purpose statement. The law allows a broad “any lawful purpose” statement, though educational corporations must state specific purposes.
- Authorized shares, broken down by class with any special rights or limitations.
- The street address of the registered office and the name of the resident agent at that address.
- The name and address of each incorporator. One is usually enough; educational corporations require at least three.
Think carefully about share structure. Many small corporations authorize 60,000 shares with no par value because that keeps the filing fee at the minimum tier. You can assign a par value if you want, but it is not required. The number of authorized shares is the maximum the corporation can issue without amending its articles; it has no bearing on how many shares you actually distribute to shareholders.
Duration is perpetual unless you say otherwise. You can also pick a later effective date up to 90 days out if you need the entity to begin on a specific future date.
File Articles of Incorporation — Nonprofit (Form 502)
Nonprofits file Form 502. The core fields overlap with Form 500, but two choices on the nonprofit form matter more than most organizers expect.7Michigan Department of Licensing and Regulatory Affairs. Articles of Incorporation for a Domestic Nonprofit Corporation
First, you have to pick a governance structure: membership or directorship. A membership nonprofit gives individual members the right to vote on corporate actions, similar to shareholders in a for-profit. A directorship nonprofit puts all decision-making authority in the board, with no voting members. Most small nonprofits go with directorship because it is simpler to administer.
Second, the purpose clause has consequences beyond Michigan. If you intend to apply for federal tax-exempt status under Section 501(c)(3), the IRS requires specific language in the articles: a statement that the organization is formed exclusively for charitable, religious, educational, or scientific purposes, and a dissolution clause providing that any remaining assets on dissolution will be distributed to another 501(c)(3) organization or to a government entity for a public purpose.8Internal Revenue Service. Suggested Language for Corporations and Associations (per Publication 557) If this language is missing or wrong, the IRS will reject your exemption application and you will have to amend the Michigan articles.
How to File and What It Costs
You can file electronically through LARA’s online portal or mail the paper form to the Lansing office. Online filing is faster.
For a for-profit corporation, the minimum fee is $60: a $10 non-refundable processing fee plus a share-based fee that scales with authorized shares.9Michigan Department of Licensing and Regulatory Affairs. Filing Fees The share-fee tiers are:
- 1 to 60,000 shares: $50
- 60,001 to 1,000,000 shares: $100
- 1,000,001 to 5,000,000 shares: $300
- 5,000,001 to 10,000,000 shares: $500
- Over 10,000,000 shares: $500 for the first 10 million plus $1,000 for each additional 10 million
Nonprofit corporations pay a flat $20: a $10 filing fee and a $10 franchise fee.9Michigan Department of Licensing and Regulatory Affairs. Filing Fees
Need it faster? LARA offers expedited handling at additional cost:10Michigan Department of Licensing and Regulatory Affairs. Expedited Service Fees
- 24-hour service: $50 for formation documents
- Same-day service: $100 for formation documents, received by 1:00 p.m.
- Two-hour service: $500, received by 3:00 p.m.
- One-hour service: $1,000, received by 4:00 p.m.
Once LARA approves the filing, you receive stamped Articles of Incorporation back by email or mail. That document is the corporation’s legal proof of existence, and the filing date is the beginning of its life. Keep the original. Banks, landlords, and licensing agencies will ask for it repeatedly.
Get an Employer Identification Number
Before the corporation can open a bank account, hire anyone, or file taxes, it needs an Employer Identification Number from the IRS. The application is free and you can get a number immediately through the online application at irs.gov.11Internal Revenue Service. Get an Employer Identification Number Finish your Michigan filing first; applying for an EIN before LARA has approved the Articles can cause delays.
A few quirks of the online application worth knowing: it has to be completed in a single session, it times out after 15 minutes of inactivity, and it limits you to one EIN per responsible party per day. The responsible party is the individual who controls the entity and has a Social Security number or ITIN. Print the confirmation letter when the number issues; the IRS does not automatically reissue it.
Adopt Bylaws and Hold the Organizational Meeting
Michigan law requires every corporation to adopt bylaws governing its internal affairs. The incorporators, shareholders, or board of directors can adopt the initial bylaws.12Michigan Legislature. Michigan Compiled Laws 450.1231 – Adoption, Amendment, or Repeal of Bylaws; Contents of Bylaws Nonprofits have a parallel requirement under the Nonprofit Corporation Act.2Michigan Legislature. Michigan Compiled Laws – Act 162 of 1982
Bylaws typically cover how directors are elected, what officers the corporation will have and what they do, how meetings are called, what counts as a quorum, and how the bylaws themselves can be amended. They are not filed with the state. Keep them at the corporation’s principal office. When disputes arise between directors or shareholders, the bylaws are the first document a court consults.
After the bylaws are adopted, the incorporators or initial board hold an organizational meeting. This is where the board formally elects officers (at minimum, a president, secretary, and treasurer), authorizes the issuance of stock for a for-profit corporation, approves opening a bank account, and handles any other startup business. Record detailed minutes and keep them in the corporation’s permanent records.
Keep Corporate Records So Your Liability Shield Holds
Michigan requires for-profit corporations to maintain certain records that shareholders can inspect: a balance sheet for the most recently completed fiscal year, an income statement for that year, a stock ledger, a list of shareholders, and the general books and records of the corporation’s operations.13Michigan Legislature. Michigan Compiled Laws 450.1487
This matters beyond compliance. Courts can allow creditors to bypass limited liability if the entity fails to observe basic corporate formalities. Mixing personal and corporate finances, skipping annual meetings, and failing to keep minutes are the classic fact patterns that lead to personal liability for owners. The corporate shield only works if the corporation actually behaves like one.
File Annual Reports to Stay in Good Standing
Every Michigan corporation must file an annual report with LARA. The deadlines and fees differ:14State of Michigan. Annual Reports and Annual Statements
- For-profit corporations: due May 15 each year, $25 fee. Online filing opens January 15.
- Nonprofit corporations: due October 1 each year, $20 fee. Online filing opens June 15.
Missing the deadline triggers a penalty. If a corporation fails to file for two consecutive years, LARA notifies the entity that it faces loss of good standing. Once good standing is lost, the corporation cannot get a certificate of good standing (which banks, lenders, and licensing agencies routinely require), its name becomes available for another entity to claim, and LARA will not accept any filings from it except a restoration application. Restoring good standing means filing all delinquent reports, paying all outstanding fees, and paying any applicable penalties.
The report itself is short and mostly confirms information already on file: name, resident agent, principal office address, and the names of officers and directors. Set a calendar reminder well before the deadline. No one at LARA will chase you down before the penalty hits.
Register With the Attorney General Before Soliciting Donations
Michigan nonprofits planning to ask the public for donations have an extra registration to deal with. Under the Charitable Organizations and Solicitations Act, any organization that solicits or receives contributions from the public must register with the Michigan Attorney General before any fundraising begins.15Michigan Legislature. Charitable Organizations and Solicitations Act (Act 169 of 1975)
The registration statement asks for details about officers and directors, the organization’s purpose, how donations will be used, the methods of solicitation, and a copy of the most recent IRS 990-series return. Organizations that received $250,000 or more in contributions during the preceding tax year must submit financial statements reviewed or audited by an independent CPA.
Some nonprofits are exempt, including religious organizations, organizations that limit solicitations to their own members, and organizations receiving less than $25,000 annually where all fundraising is done by unpaid volunteers. Registration expires one year and seven months after the end date of the financial statement submitted with the application. Renewal must be filed at least 30 days before expiration.15Michigan Legislature. Charitable Organizations and Solicitations Act (Act 169 of 1975)
If You Want 501(c)(3) Status, Apply Separately to the IRS
Incorporating as a nonprofit under Michigan law does not make the organization tax-exempt. You apply separately to the IRS. The full application is Form 1023, with a $600 user fee. Smaller organizations may qualify for the streamlined Form 1023-EZ at $275.16Internal Revenue Service. Frequently Asked Questions About Form 1023 Both are submitted electronically through Pay.gov.17Internal Revenue Service. Applying for Tax-Exempt Status
Form 1023-EZ is limited to organizations meeting strict criteria: annual gross receipts not exceeding $50,000 in any of the past three years (and not projected to exceed that in the next three) and total assets below $250,000.18Internal Revenue Service. Instructions for Form 1023-EZ (Rev. January 2025) Churches, schools, hospitals, supporting organizations, and several other categories cannot use the streamlined form regardless of size. Organizations that do not qualify use the full Form 1023, which requires detailed financial projections, a narrative description of activities, and governing documents.