Michigan Incorporation

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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.

How to Incorporate in Michigan

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:
LARA - Corporation Division Business Entity Search database
Name Reservation:
Optional
Suffix:
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: ACCESS PREMIUM DATA
Instructions: ACCESS PREMIUM DATA
Filing Method: ACCESS PREMIUM DATA
Agency Fee:

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

Turnaround: ACCESS PREMIUM DATA
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.

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.

Submit to:
Michigan Department of Treasury
http://www.michigan.gov/treasury
Form:
Form 518: Registration for Business Taxes
Filing Method:
Mail, fax, or online
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).
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.

13 Ongoing Filings to Maintain Your Corporation

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

  • Michigan corporations are required to file a Michigan Annual Report.
  • Each domestic corporation at least once in each year shall cause a financial report of the corporation for the preceding fiscal year to be made and distributed to each shareholder thereof within 4 months after the end of the fiscal year (284 MCL §450.1901

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