Michigan Foreign LLC Certificate of Authority

Start with the downside, because it shapes everything else. Under MCL 450.5007, a foreign LLC that transacts business in Michigan without a certificate of authority owes the state a civil penalty of $100 to $1,000 for each calendar month it did so, looking back no more than five years, and the total cannot exceed $10,000. On top of that, every manager, member, or authorized person who authorizes, directs, or takes part in the business is separately exposed to a civil penalty of up to $10,000.

There is a back-fee bill too. The company owes what it would have paid if it had held the certificate all along, filed every required document, and paid all penalties, counted over the years or partial years it ran without one. The Attorney General can sue to collect. A court that finds a violation is required to enjoin further business in Michigan until the penalties, interest, and costs are paid and a certificate has been obtained.

Some things stay intact. A company's contracts remain valid, it can defend a lawsuit, and its members do not become liable for the company's obligations just because the certificate is missing. What it cannot do is start or maintain a lawsuit in a Michigan court until the certificate is in hand. A case already pending is not dismissed if the certificate arrives before the dismissal order. The company also appoints LARA as its agent for service on claims from its Michigan business.

MCL 450.5002 says a foreign LLC must obtain a certificate of authority before transacting business in the state, but Michigan does not define "transacting business." LARA calls it a technical term and tells companies to look at their proposed activities, the statute, and court decisions.

What the statute gives you is a list, in MCL 450.5008, of eleven activities that are not treated as transacting business by themselves. They cover interstate commerce; a lone transaction finished within 30 days and outside any run of similar deals; keeping bank accounts; holding property, real or personal, and nothing more; borrowing and lending against property; chasing its own debts; litigating or settling a dispute; members' meetings and other internal business; securities transfer offices and trustees; using independent contractors to sell; and soliciting orders that are not contracts until someone accepts them outside Michigan.

The list opens with "without excluding other activities," so it is not complete. It also does not settle whether Michigan can tax you or serve process on you under other laws. A business with regular local operations, staff, or a physical presence is on the wrong side of it.

The filing is Form CSCL/CD 760, titled Application for Certificate of Authority to Transact Business in Michigan, which LARA's Corporations Division handles. The state's fee is $50 and nonrefundable. By mail, include a check or money order; in person, cards are also accepted. Mail goes to P.O. Box 30054, Lansing, and walk-in filings to 2407 N Grand River Ave. The form says it can be submitted online through LARA's portal, but the fee schedule marks this particular application as not available online, so mail or in person is the safe route. The application becomes effective on filing or on a later date up to 90 days out.

The form asks for the legal name, an assumed name only if the name is unavailable in Michigan, the home jurisdiction, date of organization and duration if not perpetual, the home-state office or principal office, the Michigan registered office street address with a mailing address if different, the resident agent, and the specific business to be transacted in Michigan. An all-purpose activities statement is not permitted. Someone with signing authority under the home state's laws signs, with no notary needed. You also name a person, who has to be different from the agent, to receive copies of any process served on LARA.

Our checkout has no separate expedited-processing line for Michigan, so the total today is $249, which includes $199 for our work.

Michigan asks for a good standing certificate signed by the official who keeps LLC records in the state of formation. It cannot be dated earlier than 30 days before LARA receives the application. A copy of the articles of organization is not asked for.

That office issues the certificate, and the price depends on that state. Time your request around the filing date and keep the certificate ready for the application. If it ages past the limit before the application arrives, a new one must be ordered.

The name filed in Michigan has to show "limited liability company," LLC, or LC, and punctuation such as periods is optional (MCL 450.4204). It cannot use "corporation," "incorporated," "corp.," or "inc.," and has to be distinguishable on LARA's records from other registered names. If your home name does not fit, the statute allows adding a distinctive word or abbreviation, or adopting an assumed name available in Michigan, and that name is then used in all dealings with LARA and in the business done here. Item 2 of the form carries the assumed name. Any other assumed names go on a separate Certificate of Assumed Name, Form 541, at $25.

Once authorized, the company needs a Michigan registered office and a resident agent on a continuing basis (MCL 450.4207). The office may be the same as the place of business. The agent may be an individual living in Michigan, or a corporation or LLC with a Michigan business office matching the registered office, including a foreign one authorized to do business in the state. LARA's position is that a company may not be its own resident agent, and one without a Michigan address can hire a service company or law firm. Changing the agent or office is done on Form 520 for $5.

A foreign LLC with a certificate files an annual statement with LARA, due each February 15 and filed online. It names the resident agent and gives the registered office address, and the fee is $25 through September 30, 2027, then $15 after that. An LLC authorized after September 30 skips the statement due the following February 15. There is no late fee for a regular LLC. Miss the statement two years running and LARA sends a notice; if the gap is not fixed within 60 days the LLC is no longer in good standing, loses the ability to get a good standing certificate, and its name becomes available to others, although it can still transact business. Restoration needs the missed statements and fees.

When the application's details change, file an Amended Application (Form 762, $25) no later than 30 days after the change takes effect. Whether Michigan tax accounts are needed depends on the business.

Leaving Michigan takes an Application for Certificate of Withdrawal, Form 761, for $10. LARA also says a tax clearance has to be requested from the Michigan Department of Treasury within 60 days of filing the withdrawal.

Our part starts when you send the company details and the good standing certificate. Form 760 is drafted and filed with LARA by us, and the Michigan resident agent attached to it costs nothing for twelve months, then $149 yearly. Same-business-day scanning and upload of any served papers carries no fee.

Everything above buys the application and the agent's opening year. Next February's annual statement and any tax work are yours to handle. Mainstay does filings, not legal advice.

A corporation organized in another state can use this checkout as well, and its state fee and total match the LLC's: $249.