How to Incorporate in Michigan

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If you’re looking to incorporate in Michigan, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.

Paperwork Cost Time
  • Form CSCL/CD-500: Articles of Incorporation for use by Domestic Profit Corporations
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form 518: Registration for Business Taxes
  • Incorporation: $60 for up to 60,000 authorized shares + optional $50-1,000 expedite service
  • Incorporation: ~5-7 business days with returned documents in ~4 weeks when filing by mail or in-person. ~2 business days filing through MICH-ELF fax. ~24 hours for $50. Same day for $100. 2 hours for $500. 1 hour for $1,000.
  1. Choose a corporate structure

    Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Michigan".

    Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Michigan".

    C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

  2. Check Name Availability

    The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

    Name Search: Michigan Department of Licensing and Regulatory Affairs (LARA) - Bureau of Corporations, Securities & Commercial Licensing - Corporations Division
    Name Reservation: Optional
    Suffix Requirements:

    Except as provided in chapter 2A for a professional corporation, the corporate name of a domestic corporation shall contain the word "corporation", "company", "incorporated", or "limited" or shall contain 1 of the following abbreviations: corp., co., inc., or ltd., with or without periods. 
    284 MCL §450.1211

  3. Appoint a Registered Agent

    Identify the corporation’s Michigan registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

  4. File Michigan Articles of Incorporation

    File the articles of incorporation to create your corporation.

    Agency:Michigan Department of Licensing and Regulatory Affairs (LARA) - Bureau of Corporations, Securities & Commercial Licensing - Corporations Division
    Form:

    Articles of Incorporation - For Profit

    Instructions:

    Michigan Profit Corporation Filing Information

    Filing Method:

    Mail or in person. MICH-ELF filers may file by fax or e-mail.

    Agency Fee:

    $60 for up to 60,000 authorized shares + optional $50-1,000 expedite service

    Turnaround:

    ~5-7 business days with returned documents in ~4 weeks when filing by mail or in-person. ~2 business days filing through MICH-ELF fax. ~24 hours for $50. Same day for $100. 2 hours for $500. 1 hour for $1,000. See Expedited Service Request

    Law:

    284 MCL

    Notes:

    Submit one original of this document. Upon filing, the document will be added to the records of the Corporations Bureau. The original will be returned to your registered office address, unless you specify otherwise.

    Fact Checked:6/16/17
  5. Establish Bylaws & Corporate Records

    Your corporation must keep correct and complete books and records.

    A corporation shall keep books and records of account and minutes of the proceedings of its shareholders, board, and executive committee, if any. Unless otherwise provided in the bylaws, the books, records, and minutes may be kept outside this state. The corporation shall keep at its registered office, or at the office of its transfer agent in or outside this state, records containing the names and addresses of all shareholders, the number, class and series of shares held by each, and the dates when they respectively became holders of record.
    284 MCL §450.1485

    Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

    Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

    Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws may contain any provision for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation (284 MCL §450.1231). You will review and ratify the bylaws at your first board of directors meeting.

  6. Appoint Initial Directors

    The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

  7. Hold Organizational Meeting

    Hold the organizational meeting of the incorporators or initial directors in compliance with 284 MCL §450.1223. On or after the filing date of the articles any member of the board may call the first meeting of the board upon not less than 3 days notice by mail to each director. Keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Directors Officers
    • Number: One or more required.
    • Qualifications: None.
    • Quorum: Majority of the directors, unless otherwise fixed in the bylaws or articles of incorporation.
    • President, Secretary, and Treasurer required. One person can be any two of these.
  8. Issue Stock Certificates

    The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Shareholders Annual Shareholder Meeting
    • Qualifications: N/A
    • Stock Certificate: Optional, but shareholder must receive a writing with the same information.
    • Voting Trusts Allowed: Yes.
    • Required: Yes.
    • Action by written consent: Allowed if provided for in the articles of incorporation.
  9. Get a Federal Employer Identification Number (EIN)

    Your corporation must obtain an EIN regardless of whether it will hire employees.

    Submit to: Internal Revenue Service
    http://www.irs.gov/
    Form: IRS Form SS-4
    Guidance: IRS Pub 1635: Understanding Your EIN
    Filing Method: Mail, phone, fax, or apply online with the IRS
    Fee: $0
    Turnaround: Immediately online
    Notes: The IRS website is only available during certain hours. Print your EIN before closing your session.
  10. Get Michigan State Tax Identification Numbers/Accounts

    Register with the Department of Treasury for Sales Tax, Use Tax, Income Tax Withholding, Corporate Income Tax, Flow Through Withholding, Unemployment Insurance Tax.


    Agency:Michigan Department of Treasury
    Form:Form 518: Registration for Business Taxes
    Filing Method:Mail, fax, or online
    Agency Fee:$0
    Turnaround:6+ weeks
    Notes:

    Mail your application at least six weeks but not more than six months, before you intend to start your business to allow your registration to be processed. The treasury will forward your application to Unemployment Insurance Agency (UIA).

    Fact Checked:5/12/20
  11. Consider Electing S-Corp Taxation

    By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

    • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
    • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
  12. Obtain Business Licenses & Permits

    To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.


    Michigan Business License

    Not required



    General Business License licensure is not required on the State level in Michigan.

    Michigan does not have a general business license at the state level, but local licenses are often required.

    Registration Not Required

    Not required



  13. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns. You must also file:

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