How to Start a Michigan Corporation — Step by Step

Michigan will reject Articles of Incorporation if the proposed name is not distinguishable from a name already on file. That includes existing corporations, LLCs, limited partnerships, and reserved names — not just other corporations. "Distinguishable" is a legal standard: names that differ only by punctuation, spacing, an article like "the," or a plural may not clear.

Start with the LARA business entity search. Search your exact name and several near variations. If a close match exists, redesign the name before filing so you don't burn a filing on a rejection.

Corporate name rules in Michigan

• The name must contain a corporate indicator: "Corporation," "Incorporated," "Company," "Limited," or an abbreviation like "Corp.," "Inc.," "Co.," or "Ltd."
• It must be distinguishable from every active and reserved name in LARA's records.
• It cannot imply a purpose the corporation isn't authorized for, and certain regulated words (bank, insurance, and similar) require approval from the relevant Michigan regulator.

Optional name reservation

If you're not ready to file but want to hold the name, you can reserve it with LARA for a set period through the MiBusiness Registry. Reserving is not the same as incorporating — it just parks the name while you finish the other steps.

Before you file, decide who your resident agent is, because the agent's name and the registered office address go directly on the Articles of Incorporation. Michigan calls this role the "resident agent," but it's the same function other states call a registered agent.

Michigan law requires every corporation to continuously maintain a resident agent and a registered office in the state. The agent is the official recipient of lawsuits, subpoenas, and state correspondence on the corporation's behalf.

Who can serve

• You: If you have a physical Michigan street address and are reliably available during business hours, you can be your own agent. That address becomes part of the public LARA record.
• Another individual: Any Michigan resident with a street address — a co-founder, an employee, or a Michigan attorney.
• A commercial resident agent service: A company authorized to act as resident agent in Michigan. It keeps a professional Michigan address in the public record instead of your home address and guarantees someone is present to receive documents.

Why the choice matters

The registered office cannot be a P.O. box alone — Michigan requires an actual street address. If you use your home, it becomes searchable on the MiBusiness Registry. Many owners use a commercial service specifically to keep a home address out of the public record and to avoid missing a served lawsuit because no one was at the desk.

The Articles of Incorporation (LARA form CSCL/CD-500) is the filing that legally creates your corporation. You file it online through the MiBusiness Registry or by mail to the Corporations Division. The state fee for a for-profit business corporation is set by LARA and is driven in part by the number of authorized shares — consult the Corporations Division fee schedule for the current amount.

What goes in the Articles

• Corporate name with a valid indicator (Inc., Corp., Co., Ltd., or the spelled-out equivalents)
• Purpose — Michigan accepts a general statement covering any lawful business activity
• Authorized shares — the total number of shares the corporation may issue; if you plan multiple classes, describe their rights here
• Resident agent name and the registered office street address in Michigan
• Incorporator name(s) and signature(s)

Authorized shares deserve real thought

This is the one field new founders rush and later regret. Authorized shares set the ceiling on how much stock can ever exist. A common approach for a small, closely held Michigan corporation is to authorize a round number of shares and issue only a portion at formation, leaving room to bring in a co-founder or investor later without amending the Articles. Because Michigan's fee scales with authorized shares, there's a balance between flexibility and cost — a point worth a quick conversation with your accountant if you expect outside investment.

Processing

Routine LARA processing generally runs about a week to ten business days, with expedited tiers available if you're on a deadline. Once accepted, the corporation exists as of the filing date and appears in the LARA entity search.

Filing the Articles creates the shell of the corporation. The organizational meeting turns it into a functioning company. The incorporators or the initial board of directors hold this meeting (a written consent works for a single-owner corporation) and handle the founding formalities.

What happens at the organizational meeting

• Adopt corporate bylaws — the internal rulebook governing how the corporation is run
• Elect or confirm the initial board of directors
• Appoint officers — typically a president, secretary, and treasurer
• Authorize the issuance of stock to the initial shareholders and set the price or consideration
• Approve a corporate bank account and initial resolutions (adopting a fiscal year, authorizing signatories, and similar startup items)

Michigan does not file your bylaws — they're an internal document. But adopting them is not optional in spirit: the Business Corporation Act assumes a corporation is run according to bylaws, and a corporation with none is exposed on both governance and liability. Our corporate bylaws page covers what belongs in a solid set.

Stock is what makes someone a shareholder. At or shortly after the organizational meeting, the corporation issues shares to its founders in exchange for their contributions — cash, property, or services. Each shareholder receives a stock certificate (or a book entry), and the issuance is recorded in the corporation's stock ledger.

The corporate record book

A Michigan corporation should maintain a corporate record — often a binder or a digital equivalent — that holds:

• The filed Articles of Incorporation
• The adopted bylaws
• Minutes of the organizational meeting and subsequent board and shareholder meetings
• The stock ledger and copies of issued certificates
• Major resolutions of the board

This record isn't bureaucratic busywork. If the corporation is ever audited, sued, sold, or examined by an investor, the record is the evidence that it's a genuine, separately run entity — the exact thing that keeps the liability shield intact.

An Employer Identification Number is the corporation's federal tax ID — the business equivalent of a Social Security number. Every corporation needs one; there is no single-member exception the way there is for a solo LLC, because a corporation always files its own return.

Why you need it

• Corporations file their own federal returns (Form 1120 for a C corporation, Form 1120-S for an S corporation) and need an EIN to do so
• Banks require an EIN to open a corporate account
• You need one to hire employees and run payroll
• An S corporation election (Form 2553) references the EIN

How to apply

Apply free through the IRS EIN Assistant at IRS.gov. The online application takes about ten minutes and issues the number immediately, so you can print the confirmation and use it the same day. The responsible party completing the application online needs a U.S. SSN or ITIN. If you don't have one, you apply by fax or mail with Form SS-4.

Keeping corporate and personal finances separate is not optional — it's central to the liability protection. Once you commingle funds, you hand a plaintiff the argument that the corporation is just you under another name.

What banks typically require

• The filed Articles of Incorporation
• The IRS EIN confirmation
• The corporate bylaws and often a banking resolution naming authorized signers
• Government-issued ID for signers

Ongoing compliance

• Annual report to LARA by May 15 each year, updating officers, directors, and agent
• Maintain a resident agent at a Michigan street address; file a change with LARA if it moves or resigns
• Hold at least annual shareholder and board meetings and keep minutes, per your bylaws
• File taxes — Form 1120 or 1120-S federally, plus Michigan Corporate Income Tax where it applies, and register for any state taxes tied to your activity
• Renew any industry or local licenses on their own schedules

Handle these consistently and the corporation stays in good standing; ignore them and Michigan can dissolve it and the veil starts to look thin.