Michigan Corporation FAQ — Formation, Agents, and Compliance

Which agency handles Michigan corporation filings?

Not the Secretary of State — this surprises people coming from other states. Michigan business entity filings go through the Department of Licensing and Regulatory Affairs (LARA), specifically the Corporations, Securities & Commercial Licensing Bureau's Corporations Division. Everything happens through the MiBusiness Registry: formation, annual reports, agent changes, and name searches.

What document creates a Michigan corporation?

The Articles of Incorporation (LARA form CSCL/CD-500 for a for-profit business corporation). It's a short filing that states your corporate name, purpose, the number of authorized shares, your resident agent and registered office, and the incorporator. Once LARA accepts it, the corporation legally exists as of the filing date.

How long does formation take?

Routine processing generally runs about a week to ten business days. LARA offers expedited service tiers if you're on a deadline. The corporation is effective as of the filing date once the Articles are accepted, and the record then appears in the public entity search.

Can one person form a Michigan corporation?

Yes. Michigan allows a single individual to be the sole shareholder, the sole director, and every officer. You still complete the corporate formalities — bylaws, stock issuance, officer appointments, minutes — but you don't need multiple people to incorporate.

Who runs a Michigan corporation?

Three tiers, each with a distinct role. Shareholders own the corporation and elect the board. Directors form the board that sets policy and appoints officers. Officers — president, secretary, treasurer, and so on — run day-to-day operations. In a small corporation, one person frequently fills all three roles.

Do I need corporate bylaws?

Michigan doesn't file your bylaws, but you should absolutely adopt them. Bylaws are the corporation's internal rulebook — how meetings are called, how directors and officers are chosen, how shares transfer. Operating without bylaws leaves you exposed on governance and on liability. Adopt them at the organizational meeting.

What are authorized shares, and how many should I have?

Authorized shares are the maximum number of shares the corporation may ever issue. Michigan's filing fee scales with the number, so there's a balance between flexibility and cost. A common approach for a small, closely held corporation is to authorize a round number and issue only part of it at formation, leaving room to add a co-founder or investor later without amending the Articles.

What's the difference between a corporation and an LLC in Michigan?

A corporation has a rigid, defined structure — shareholders, a board, officers, stock — and is built for raising capital and issuing equity. An LLC is more flexible and less formal, run by members or managers under an operating agreement. Corporations face more formalities (meetings, minutes, stock records) but offer a cleaner path for investors. Which fits depends on your goals; it's worth discussing with an advisor.

How is a Michigan corporation taxed?

By default a corporation is a C corporation: it pays tax on its own profits, and shareholders are taxed again on dividends — the classic double taxation. Michigan also imposes a state Corporate Income Tax on C corporations doing business in the state, administered by the Department of Treasury.

What is an S corporation, and should I elect it?

An S corporation is a federal tax election (IRS Form 2553), not a separate kind of entity. It passes income through to shareholders' personal returns, avoiding entity-level federal tax while keeping the corporate liability shield. Many small Michigan corporations elect S status. Not every corporation qualifies, and whether it saves you money depends on your numbers — a CPA question, not a filing-service one.

Does my Michigan corporation need an EIN?

Yes. Every corporation needs an Employer Identification Number because it always files its own federal return (Form 1120 for a C corporation, 1120-S for an S corporation). You also need it to open a corporate bank account and to run payroll. Apply free through the IRS EIN Assistant at IRS.gov; it's issued immediately online.

When is the Michigan corporation annual report due?

May 15 each year. The report updates LARA's record of your officers, directors, resident agent, and registered office. It is not a financial disclosure. Missing it puts the corporation out of good standing, and prolonged non-filing can lead to automatic dissolution. Note this differs from the February 15 annual statement Michigan requires of LLCs — don't rely on LLC-oriented advice.

Do I need a resident agent, and can it be me?

Yes, every Michigan corporation must continuously maintain a resident agent and registered office at a physical Michigan street address (no P.O. box alone). You can serve yourself if you have a Michigan address and are available during business hours, name another qualified person, or use a commercial resident agent service to keep your home address private and guarantee availability.

How do I change my resident agent?

File a Certificate of Change of Registered Office and/or Resident Agent (LARA Form CSCL/CD-520) through the MiBusiness Registry or by mail. Coordinate the timing so there's no gap with no agent on file. If you use a commercial service, it typically prepares and files the change for you.

How do I close a Michigan corporation?

You dissolve it — hold the board and shareholder votes to approve dissolution, wind up the business (pay debts, distribute remaining assets, settle taxes), file the Certificate of Dissolution with LARA, and close your tax and EIN accounts. Simply abandoning the corporation leaves the annual report and agent obligations running, so dissolve it properly.