Michigan LLC Annual Requirements: Staying in Good Standing

Every Michigan LLC must file an annual statement with LARA's Corporations Division by February 15 each year. This is Michigan's version of what other states call an annual report, and it's mandatory for every active LLC, whether the business had a booming year or did nothing at all.

The filing goes through the MiBusiness Registry, and it's online only: LARA stopped accepting paper annual statements when the portal launched in June 2025. The filing window opens October 15, and LARA emails a reminder about 90 days before the due date (companies without an email on file get a postcard). What sets Michigan apart from most states is the deadline: it's a fixed calendar date, February 15, the same for every LLC, rather than being tied to your formation anniversary. If you've formed LLCs in other states, that difference is the single most common thing people get wrong here.

What the annual statement covers

The annual statement is a contact-and-structure confirmation, not a financial report. You confirm or update:

• Resident agent name: The person or company accepting documents for the LLC
• Registered office address: The physical Michigan street address of record
• Any changes to that information since your last filing

You do not report revenue, profit, expenses, employees, or customers. LARA doesn't use this filing for tax purposes. It's a directory update that keeps your official contact information current.

The fee

The state fee is $25 for a regular LLC and $75 for a professional LLC. It's due with each filing regardless of the company's size or activity. MCL 450.5101 sets the $25 amount through September 30, 2027 and lowers it to $15 after that unless lawmakers extend it. LLCs whose membership interests are mostly held by veterans can apply to have the fee waived.

New LLCs get a short grace

The statute is specific: an LLC formed after September 30 doesn't have to file on the February 15 immediately after its formation. So a company formed in March 2026 files by February 15, 2027, while one formed on October 1, 2026 first files by February 15, 2028. After that first cycle, February 15 is the recurring deadline for the life of the company.

Nothing dramatic happens on February 16. A regular Michigan LLC owes no late fee at all; the $50 late penalty on LARA's fee schedule applies only to professional LLCs. That's precisely why the annual statement is easy to let slide: the consequences build quietly over months rather than hitting all at once.

The slow slide out of good standing

MCL 450.4207a lays out the sequence. After an LLC goes two consecutive years without filing, LARA sends it a notice. If the missing statements and fees aren't filed within 60 days of that notice, the company is no longer in good standing. Michigan doesn't dissolve it: the statute says the LLC remains in existence and may keep transacting business. But three things change. LARA won't issue a certificate of good standing, it won't accept any filing other than a restoration, and the company's name becomes available for another entity to use. Those gaps tend to surface at the worst moments, when you try to open a bank account, secure financing, sign a major contract, or renew a license.

Why staying reachable matters

LARA sends annual statement reminders and other notices using the contact details on your record. If your resident agent information is out of date, the two-year notice may never reach you, and the 60-day window can close without your noticing. Keeping the resident agent current is directly tied to never missing the annual statement.

The cost of falling behind

Falling out of good standing costs more than staying current, and the name is the part money can't always fix. Every year of neglect adds another $25 to the restoration bill. Filing on time, every February 15, is by far the cheapest and simplest path.

If your LLC has already fallen out of good standing for failing to file, the fix is a specific restoration filing, and it takes deliberate steps.

The path back

1. File the restoration certificate. LARA's Certificate of Restoration of Good Standing (Form 770 or 771) costs $50, plus $25 for each annual statement the company missed.
2. Cover the current year. If you're restoring on or after February 15, the current year's statement is also due.
3. Confirm the record. After LARA processes the filings, verify on the Business Entity Search that your company shows as in good standing again.

What restoration does and doesn't do

Restoration returns the company to good standing so LARA will accept its filings and issue certificates again. It doesn't undo things that happened during the lapse. If another business took your name while it was unprotected, or a judgment was entered against the company, those are separate matters. The lesson is the same either way: prevention through on-time filing beats cure.

Maintaining a valid resident agent is an ongoing obligation, not a formation-only step. Your resident agent and registered office must stay accurate on LARA's record for the entire life of the LLC.

When to update

• Your resident agent moved to a new Michigan address
• Your agent resigned or can no longer serve
• You're switching between serving as your own agent and using a commercial service
• You're changing from one commercial service to another

Any of these calls for a change filing with LARA: Michigan handles it through the Certificate of Change of Registered Office and/or Resident Agent (form CSCL/CD-520 for LLCs), which costs $5 and can be filed online. It's separate from the annual statement, though the annual statement also confirms the same information and can carry a minor, non-urgent update.

Why it can't wait

An outdated registered office means legal papers served on your LLC may go to a dead address. That can produce a default judgment in a lawsuit you never knew about. It also means state notices (including annual statement reminders) miss you. Keeping the agent current protects both your compliance and your ability to actually receive important documents.

LARA's requirements (the annual statement and resident agent maintenance) are only part of staying compliant. Several other obligations run on their own schedules, entirely separate from your entity registration.

Federal and Michigan taxes

Federal filing depends on how the LLC is taxed: Schedule C for a single-member LLC, Form 1065 for a multi-member LLC, Form 1120-S if you've elected S corporation treatment. Michigan taxes pass-through income through its individual income tax on the members' returns. These federal and state tax filings have nothing to do with the annual statement. You can be current on one and behind on the other, so track them separately.

Michigan sales and use tax

If your LLC sells taxable goods or certain services in Michigan, you register with the Michigan Department of Treasury and file sales and use tax returns on the schedule the Treasury assigns based on your volume. Sales tax registration isn't automatic at formation. It's a separate step.

Withholding for employees

If you hire employees in Michigan, you take on payroll obligations: federal and Michigan income tax withholding, unemployment insurance, and related registrations and filings. These are ongoing and time-sensitive, and getting behind on payroll taxes carries serious penalties.

Licenses and permits

Michigan has no single general business license. Instead, licensing depends on your industry and often your city or county. Professional licenses, health permits, contractor registrations, and local operating permits each renew on their own cycles. None of these are connected to your LARA registration. You can be perfectly current with LARA while a professional license has lapsed, and vice versa.

Running a Michigan LLC smoothly is easier when you track key dates proactively instead of reacting to whatever reminder happens to reach you.

Dates to track

• February 15: Annual statement due to LARA, the single most important recurring date (filing opens October 15)
• Resident agent renewal: If you use a commercial service, typically annual
• Federal and Michigan tax deadlines: Based on your entity's tax treatment
• Sales and use tax filings: On the schedule the Michigan Treasury assigns
• License and permit renewals: On each licensing body's own cycle
• Assumed name renewal: If you registered a DBA, before its term expires

Don't rely on reminders alone

LARA emails annual statement reminders about 90 days ahead, and a commercial resident agent service will forward anything that reaches it, but the ultimate responsibility is yours. Put February 15 on your own calendar with a reminder in late January so you have time to file comfortably before the deadline. A little forward planning keeps the company in good standing year after year with almost no effort.