In the article below, we will go over everything you need to know about the straightforward process of incorporating your company in the state of Michigan. SunDoc Filings specializes in Michigan incorporations and can help you handle the paperwork surrounding this process. We can do some of the paperwork for you or all of it.

An attorney is not necessary to help you file your corporation paperwork. Still, you might want to consult with professionals on various matters throughout the process. Always speak to a certified professional about your unique situation when you need advice. 

Overview

A filing fee is necessary to file your Articles of Incorporation with the Secretary of State and create your corporation.

Remember that you can only choose a corporate name that is available, according to Secretary of State files. You'll need to know which of several types of corporations you’ll be choosing as well. You will also need to have chosen your Registered Agent and have your corporate address figured out. When filing, you’ll need to state how many shares you're authorizing the corporation to issue. You may need to know the number of shareholders, but this will depend on the type of corporation you ultimately choose.

In addition to the actual filing, you will have to have an EIN or a federal tax ID number. This can be obtained from the IRS. Find out who your directors and any corporate officers will be as well. At your initial Board of Directors meeting, you will appoint officers and adopt bylaws. Bylaws are not necessary to be filed with the state, but you’ll need to list appointed officers in your articles of incorporation.

You will have to file your first Annual Report with the State of Michigan after your incorporation. If you need help with taxation laws or advice in Michigan, consult a tax attorney or accountant.

Incorporating

You will have several different corporation types to choose from, including a General Stock Corporation, a Close Corporation and a Professional Corporation. A General Stock Corporation offers an unlimited potential for the number of shareholders you have. A Close Corporation sets a limit for the number of shareholders you have, which cannot exceed 35. Finally, some professionals need to create a Professional Corporation, which will be mandated by the state of Michigan.

The forms supplied by Michigan for download meet the minimum requirements of the Michigan Corporations Code, but you can create your own to meet your specific needs. Your attorney may well draw up a document from scratch.

Here's an example: you'll be limited to one class of shares with the default Articles of Incorporation for download. If you'd like to change this, simply create your own document with the number you prefer. On the other hand, you can name the initial directors in your Articles of Incorporation if you like as long as you include all directors and have them all sign the document.

Every corporation must have three officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a Michigan corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically the bylaws will describe the number and limit of directors, unless the articles stipulate this.

If you need to change your company bylaws, have a vote of shareholders and directors in a formal board meeting. Changing your articles of incorporation is more difficult. To do this, you will need to file an amendment with Michigan State.

Things like the powers of your directors and the methods and times of your board meetings must be set in your corporate bylaws. These must be in accordance with the provisions of Michigan law. At all of your board meetings, you must keep minutes. 

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Michigan Corporate Kit page.

Registered Agent

Every Michigan corporation is required to have a registered agent, a company or individual reliably available at a known address during business hours, for legal and other communications from the state. This is another service provided by SunDoc to help you outsource your company routine. For full information, see our article: What is a Registered Agent? Why Do I Need One?

Name Search

Choosing a name for your corporation is one of the most important things that you will do. You can run your own name searches with the State of Michigan, or SunDoc can perform your name availability check or reserve your corporation name for you.

What’s most important to know is that the name you choose must be clearly available. You will need to inquire within the records of the State of Michigan Secretary of State to see that it is available. It is highly likely that if your chosen name is not available, your filing will be rejected. Furthermore, there are other statutory requirements to be concerned about. Namely, your chosen name cannot be so close to another corporation’s name that it leads to public deception, and it cannot mislead the public in any other way either.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS. There is no charge for this. SunDoc can apply for your EIN on your behalf as well. Please see our EIN page.

Next Steps

If you plan to structure your company as an S Corporation, please see our article on C Corporation vs. S Corporation. This article provides general information on the differences between the two corporate tax structures.

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