Office of Michigan Corporation Division

Corporations and LLC filings are handled by the Department of Consumer and Industry Services, not the Michigan Secretary of State.

Department of Consumer and Industry Services, Corporation Division

Until December, 2002, Michigan also differed from most states in that the organizer of a limited liability company had to be a member of that limited liability company. This requirement was changed by a Michigan statute which became effective in December, 2002.

For matters not unique to Michigan, but common to many states, see common concerns.

The Corporation Division states that it "promotes economic development and growth by facilitating the formation of business entities in Michigan. The Division provides services that enable corporations, limited partnerships, limited liability companies, and limited liability partnerships to be formed, and for foreign entities to obtain a certificate of authority to transact business in the State, as required by Michigan law."

"Business owners are free to select the type of business entity they prefer, ie, sole proprietor, partnership, limited liability partnership, limited partnership, limited liability company, or corporation. Corporations and limited liability companies are artificial persons and afford the business owners the greatest protection against personal liability. Sole proprietors and general partners have full personal liability. However, by incorporating or forming a limited liability company a Michigan business owner is insulated from personal liability for debts and other liabilities that may occur in operating a business.

"In exchange for greater protection against personal liability, the limited liability companies, limited partnerships and corporations are required to report the name and address of their resident agent and registered office to the agency each year. Partnerships wishing to limit the liability between partners may register the partnerhips as a limited liability partnership from year to year. In addition, corporations have centralized management and are required to report the names of officers and directors each year. The agency prepares and mails annual report forms containing the name of the entity, resident agent and registered office to profit corporations in January each year. If nothing has changed since the last report, the corporation may complete its reporting requirement by checking a box on the preprinted bar coded form and returning the signed report with the required filing fee. The form contains spaces to complete when reporting changes."