If you run a corporation in Michigan, you must file an annual report with the Department of Licensing and Regulatory Affairs (LARA) by May 15 each year and pay a $25 fee. Miss the deadline and penalties start stacking at $10 a month up to $50. Ignore the requirement for two straight years and a domestic corporation is automatically dissolved; a foreign corporation can lose its certificate of authority after just one.
Who Has to File, and By When
The May 15 deadline applies to every for-profit corporation formed in Michigan and every foreign corporation authorized to do business in the state. Professional corporations are on the same schedule.1Michigan Legislature. Michigan Compiled Laws 450.1911 – Annual Report; Filing Nonprofits are a different animal, with an October 1 deadline and a $20 fee, so if that’s you, this article isn’t the right one.2Michigan Department of Licensing and Regulatory Affairs. Annual Reports and Annual Statements
New corporations get a break. If your corporation was formed, or a foreign corporation was authorized to do business, on or after January 1 but before May 16 in a given year, you don’t file a report for that year. Your first report is due the following May 15.1Michigan Legislature. Michigan Compiled Laws 450.1911 – Annual Report; Filing LARA opens online filing each year on January 15, so you have four months of lead time once the window opens.2Michigan Department of Licensing and Regulatory Affairs. Annual Reports and Annual Statements
What Goes in the Report
The report asks for basic identifying information about the corporation and its leadership:1Michigan Legislature. Michigan Compiled Laws 450.1911 – Annual Report; Filing
- The corporation’s exact legal name.
- The resident agent and the registered office address in Michigan.
- Names and addresses of the president, secretary, treasurer, and all directors.
- A general description of the business.
- For foreign corporations, total authorized shares and the most recent percentage used to compute Michigan business tax.
- For professional corporations, shareholder names and addresses, with certification that each one holds the required professional license.
If nothing has changed since your last report, you can file a short version that certifies no changes have occurred. The May 15 deadline still applies.1Michigan Legislature. Michigan Compiled Laws 450.1911 – Annual Report; Filing
How to File and What It Costs
The fee is $25 for both domestic and foreign for-profit corporations.2Michigan Department of Licensing and Regulatory Affairs. Annual Reports and Annual Statements
Filing happens through LARA’s MiBusiness Registry Portal. Create or log into a MiLogin for Business account, search for your entity, request access by answering two verification questions, then choose “File Annual Report/Statement” from your entity’s record and pay the fee online.3MiBusiness Registry Portal. LARA MiBusiness Registry Portal
Late Penalties
Penalties begin the day after the deadline and climb by the month until they cap out:2Michigan Department of Licensing and Regulatory Affairs. Annual Reports and Annual Statements
- May 16 through May 31: $10
- June 1 through June 30: $20
- July 1 through July 31: $30
- August 1 through August 31: $40
- September 1 or later: $50
The rule under the hood is $10 for each month or partial month the report is late, capped at $50.4Michigan Department of Licensing and Regulatory Affairs. Policy Statement C-67 – Late Submission of Profit Corporation Annual Reports The penalty is added to the $25 fee, so a report filed in September or later costs $75. Those amounts are small on their own. The real cost comes if you keep ignoring the requirement.
What Happens If You Don’t File
A domestic corporation that fails to file an annual report or pay the required fee for two consecutive years is automatically dissolved 60 days after that two-year period ends. LARA sends a notice of impending dissolution at least 90 days before the two-year mark, which gives you a window to cure the problem. Until the dissolution actually takes effect, the corporation can still get a certificate of good standing.5Michigan Legislature. Michigan Code MCL 450.1922 – Dissolution of Corporation or Revocation of Certificate of Authority
Foreign corporations have a shorter leash. Fail to file or pay for a single year, and the certificate of authority becomes subject to revocation, which strips the right to transact business in Michigan.5Michigan Legislature. Michigan Code MCL 450.1922 – Dissolution of Corporation or Revocation of Certificate of Authority
Once a corporation is dissolved or its authority is revoked, it loses legal standing to operate. It cannot enter contracts, file lawsuits, or do business in the state. Customers and partners may walk away, and lenders will not extend credit to an entity that technically doesn’t exist.
Getting the Corporation Back
Dissolution for missed annual reports is not permanent. A domestic corporation that was automatically dissolved, or a foreign corporation whose certificate of authority was revoked, can renew its corporate existence by filing every missed annual report, paying the filing fee for each year the reports were not filed (including every intervening year), and paying the late penalties for each delinquent report.6Michigan Legislature. Michigan Compiled Laws 450.1925 – Renewal of Corporate Existence or Certificate of Authority For corporations renewing after dissolution, LARA charges $75 for each prior-year report rather than the standard $25.7Michigan Department of Licensing and Regulatory Affairs. Renew My Corporation
Once everything is paid and filed, the corporation’s rights snap back as though the dissolution never happened, and contracts signed during the gap remain valid and enforceable.6Michigan Legislature. Michigan Compiled Laws 450.1925 – Renewal of Corporate Existence or Certificate of Authority One wrinkle: LARA can require you to adopt a new corporate name if the original name no longer meets Michigan’s naming requirements, which sometimes happens when another entity registered a similar name while yours was dissolved.
The arithmetic adds up fast. A corporation dissolved after three missed reports would owe $75 per prior-year report plus up to $50 in penalties per year, on top of the current year’s $25 report and any penalty attached to it. Staying current is dramatically cheaper than digging out.
Why Good Standing Matters
Good standing in Michigan tracks directly with keeping annual reports current. As long as the corporation has filed every required report and paid all fees, LARA will issue a certificate of good standing on request.5Michigan Legislature. Michigan Code MCL 450.1922 – Dissolution of Corporation or Revocation of Certificate of Authority Banks routinely require that certificate before approving loans. Commercial landlords ask for it during lease negotiations. Any merger or acquisition will stall without one, and many government contracts and professional licensing renewals require proof of good standing as well. A $25 filing is a small price to keep all of that intact.