How to Form a Michigan LLC in 10 Steps
In Michigan, you can create a Limited Liability Company (or LLC) for your business. An LLC is a common business structure. It will allow one or more individuals to own a portion of your new company. In the future, any and all company profits that your Limited Liability Company earns will be passed through to each LLC member.
Forming an LLC will not result in you needing to file a separate tax return (this is the case with corporations). LLCs do, however, reduce exposure to liability for owners from all company activities.
In order to form an LLC, you’ll simply need to follow 10 basic steps. Still, it’s important to pay close attention to each and every detail and to follow every step correctly the first time.
Follow these steps to form an LLC in Michigan:
1. Choose Your Company Name.
Your first step is to choose a name for your LLC. It is important to ensure that your business has the right to use this name.
If you like, SunDoc can run your name search or reserve your LLC name for you.
2. Understand the LLC Organizer Requirement.
Anyone can be organizer of your LLC. The organizer does not have to be a member or manager. By preparing on-line with us, SunDoc Filings will be your organizer. If you choose to prepare and upload your filing with SunDoc, you can name your own organizer.
3. Designate a Registered Agent.
Either a person or a firm must be designated as your LLC registered agent. This is required for your Articles of Organization form (more information can be found in step #6). For additional information on registered agents and why your company needs to have one, see our article on Registered Agent Service.
4. Decide Your Ownership and Management Structure.
In addition to the other important elements of your Articles of Organization form, you’ll also need to state whether your newly formed Pennsylvania LLC is going to be managed by just one manager, multiple managers, or all members of the LLC. You will need to decide whether your LLC will be member-managed or manager-managed.
5. Create an Operating Agreement.
In Michigan, you’re not required to have an operating agreement as an LLC. According to the default conditions specified by Michigan law, an Operating Agreement will be implied. Still, check with the default conditions to be sure that they’re in your best interest.
For LLCs that will be manager-managed, you’ll need to create an Operating Agreement. This will be for your company records. Manager-managed LLC will only be valid if you declare it in both the Operating Agreement and Articles of Organization.
The Operating Agreement is the legal engine that drives your business, creating its governance, managing its working capital, and paying out its profits. Critical matters of money, voting, liability, and fiduciary constraints are at stake here.
You may also wish to consult an attorney for advice.
6. File the Articles of Organization.
The State of Michigan requires you to file a one-page form called the Articles of Organization, providing your company details. The acceptance of your Articles of Organization by the Michigan Secretary of State is the moment of your company's creation.
To file your Articles of Organization, you’ll need the address and name of your company. You will also need to know your LLC organizer, your registered agent, and the management method you’ve chosen. The State of Michigan doesn’t require that member names are filed, nor does it require any publication in a newspaper of record. The current filing fee is $100.
SunDoc would be happy to file the Articles of Organization for you. This may be helpful if you’d simply prefer a service to handle your filings or if time is an issue.
7. Obtain an EIN and Open a Business Bank Account.
Congratulations! You now have a registered Michigan LLC. Regardless of whether you have employees, any Michigan LLC with more than one member needs to file for an Employer Identification Number with the IRS. You can file with the IRS yourself, or SunDoc can file for you.
Up until now, if you’ve been paying for business expenses with your personal account, you’ll want to open a business account. Having an Employer Identification Number will be necessary for opening business accounts with the majority of banks. Take this time to fully set up your business finances as well. You’ll want to start keeping records of your spending and saving receipts. You may even want to hire an accountant for assistance with business-related financial matters.
8. Pay Michigan State Taxes.
Michigan taxes may need to be paid by your LLC every year. You also need to collect sales tax on any goods you sell in the state. Additional information can be found on the Secretary of State of Michigan’s website.
9. Determine Necessary Licenses and Permits.
Most Michigan companies are required to have one or more business licenses or permits to operate at the city or county level. Use Michigan's Secretary of State website to find the requirements for your business. It’s important to check this even if you think your business is exempt. You may be surprised to discover what’s required. Operating without the proper license or permit can result in expensive fines.
10. File an Annual Statement.
Every limited liability company is required to file an Annual Statement each year. The bureau sends a pre-printed form to the registered office of each company 90 days before the due date. Fortunately, Annual Statements are relatively simple forms that keep the State of Michigan updated on essential information about your company, and in the future, you’ll undoubtedly need to resubmit your Statement of Information whenever you make substantial changes to your company
SunDoc offers on-time, reliable filing services and can certainly file your Statement of Information (as well as other routine filings) on your behalf, if you like. All LLC forms, including the Statement of Information form, can be found on the Michigan Secretary of State web site.
Important Notice: It is beyond the scope of this article to discuss your potential insurance needs, or matters relating to employees. You should consult an attorney or accountant with any questions about legal or financial matters. Please note that nothing in this article can be construed as legal, tax or accounting advice.
For additional learning, please visit our LLC FAQs.
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