Foreign Corporations in Michigan: Certificate of Authority and Resident Agent

Under Michigan law, a corporation is foreign if it was incorporated under any law besides Michigan's. A Delaware corporation counts, so does an Ohio one, and so does a company chartered in another country. Where the owners live is irrelevant. Section 1011 of the Business Corporation Act (1972 PA 284) bars such a company from transacting business here until the state's administrator has issued it a certificate of authority.

Applications go to the Corporations Division of LARA, the Department of Licensing and Regulatory Affairs. Do not hunt for a Secretary of State here; business filings in Michigan belong to LARA. The certificate leaves the corporation's charter, bylaws and home-state existence alone. What it grants is permission to carry on in Michigan whatever business a Michigan corporation could lawfully carry on and that the company is already allowed to carry on where it was formed.

The Act never defines transacting business. LARA calls the phrase technical, and tells applicants to weigh their planned Michigan activities against the statute and court decisions. The statute helps by naming eleven things that, standing alone, do not count. Section 1012 says a foreign corporation is not treated as transacting business solely because in Michigan it:

• Maintains, defends or settles a proceeding
• Holds directors' or shareholders' meetings, or attends to other internal affairs
• Keeps a bank account
• Keeps an agency for transferring or registering its own securities, or uses trustees or depositories for them
• Sells through independent contractors
• Takes orders that only become binding once someone accepts them elsewhere
• Creates or acquires debt, mortgages and security interests
• Collects debts or enforces security in property pledged for them
• Owns real or personal property "without more"
• Closes a one-off deal within 30 days, outside any recurring run of similar deals
• Engages in interstate commerce

Where the list stops helping

Nothing says the list is complete, and the Act states that it has no effect on when you can be taxed or served with process in Michigan. A corporation that rents an office, has people working here, or performs a steady run of contracts in the state is outside the safe harbor. Ownership of a building or equipment is excused only while it stays "without more," which is a narrower idea than it sounds when the property is part of an operating business. Facts near the line deserve an hour with a Michigan attorney before you lean on any one item.

LARA's Application for Certificate of Authority, Form 560, is a four-page PDF that foreign profit and nonprofit corporations both use. For a profit corporation the state fee is $60. It breaks into a $10 filing fee that is not refunded and an initial franchise fee that makes up the rest. The Michigan share count begins at 60,000 authorized shares. If it later climbs past that, an amended application and an added franchise fee follow.

Mail it to the Corporations Division, P.O. Box 30054, Lansing, MI 48909, enclosing payment by check or money order, payable to the State of Michigan. In person, use 2407 N Grand River Ave in Lansing, where cards also work. The form says online submission is possible through the MiBusiness Registry. LARA's published fee schedule, though, lists this application as one that cannot be submitted online, so verify in the portal before you plan around it.

Items on the form

• The corporation's legal name, plus an assumed name only when the real one is taken here
• Its state of incorporation, incorporation date and term (if it is not perpetual)
• The address of its main office
• A Michigan registered office street address and the resident agent's name
• The particular business to be transacted in Michigan, since a blanket purpose is refused
• Total authorized shares per the articles or latest amendment
• An officer's or agent's signature

Filing takes effect when LARA stamps it, unless you pick a later date within 90 days. Rush handling is optional and requested on Form 272, in addition to the regular charge: $100 for same-day review, with two-hour and one-hour tiers priced higher, all subject to afternoon deadlines Eastern time.

Michigan requires a certificate here. Instruction 4 on Form 560 and MCL 450.2016 call for a certificate of good standing signed by whichever official in the state of incorporation holds corporate records. The date on it can be no earlier than 30 days before LARA gets the application. If it is written in another language, attach a sworn translation.

The home state's filing office sets the price and speed, and the owner places the order. Since the clock runs until delivery in Lansing, finish the rest of the paperwork first and order afterward. An aged certificate means ordering a second one. Note that no state will issue one for a corporation that has fallen behind on its own reports and fees, so confirm the company is current at home.

When the true name cannot be used in Michigan, item 2 of the form substitutes an available assumed name, and that becomes the name for all dealings with LARA and for Michigan business. Any further assumed names come later through Form 541, a certificate of assumed name that costs $10.

Resident agent and registered office

The Michigan term is resident agent. Under MCL 450.1241, a foreign corporation with authority must maintain a Michigan registered office along with an agent, without gaps. Eligible agents are individuals residing in Michigan, Michigan corporations and LLCs, and foreign corporations and LLCs authorized here. The agent's office or residence must share the registered office's address. According to LARA's annual-filing guidance, no business may act as its own resident agent, and someone with no Michigan address may hire a service company or a law firm.

Whatever is served on the agent is served on the corporation. An agent that wants out gives written notice to both the corporation and LARA; the resignation takes effect upon a successor's appointment or after 30 days from LARA's receipt, whichever happens first. Replacing the agent or moving the registered office is Form 520, $5, though the annual report can carry the change with no added fee.

Each May 15, starting the year after authorization, the corporation owes LARA an annual report. It costs $25, names the agent, officers, directors and nature of the business, and LARA mails a pre-printed copy to the registered office. Lateness adds $10 per month of delay, partial months included, up to a ceiling. The statute puts the fee at $15 for reports paid after September 30, 2027.

LARA may revoke a certificate for a missing resident agent, unfiled amendments, or an annual report or fee left unpaid for a year, and only after 90 days' notice and a 90-day cure period. Anything in the application that changes (name, business, and so on) gets an amended application inside 30 days.

• Leaving. To withdraw, file Form 561 with LARA for $10. A tax clearance request to the Michigan Department of Treasury has to follow within 60 days.
• Taxes. The LARA certificate is a corporate filing, and state tax accounts are set up separately with Treasury.

Two sections of the Act cover it. Section 1051 stops a foreign corporation that transacts business unauthorized from beginning or continuing any suit in Michigan courts until it holds the certificate. A case already on file survives if the certificate arrives before the order of dismissal, and a dismissal that does occur leaves refiling open. Successors in interest and most assignees are bound by the same rule.

Section 1055 adds a penalty owed to the state: at least $100 and at most $1,000 for every calendar month spent doing business without authority, counting back no more than five years, with a $10,000 ceiling overall. The attorney general sues for it.

Contracts do not become void, and the corporation keeps its right to defend a case brought against it. Still, between the court bar and the monthly penalty, applying ahead of the first Michigan project is cheaper than applying afterward.

Mainstay's foreign qualification service registers an out-of-state corporation in Michigan. Mainstay prepares the application, files it with LARA, serves as the resident agent free for year one, and renews that agent at $149 per year. The corporation's details come from you, home-state information included, and Mainstay never orders home-state certificates, so the good standing certificate is yours to order. Annual reports and tax filings are outside the service.

Current checkout lines and the total appear on the Michigan foreign qualification page. If an agent is all you need, the Michigan registered agent page covers that. Mainstay is not a law firm, which means a lawyer should answer whether your particular activity requires a certificate.