How to Form a Michigan Nonprofit Corporation

Most nonprofits are 501(c)(3) corporations, meaning they're formed for religious, charitable, scientific, literary, or educational purposes and are eligible for federal and state tax exemptions. To create a 501(c)(3) tax-exempt organization, first you need to form a Michigan nonprofit corporation. Then you must apply for tax-exempt status from the IRS and the State of Michigan.

While the requirements for forming nonprofits vary, you can generally follow the steps below to create your Michigan nonprofit.

1. Choose a Name for Your Michigan Nonprofit Corporation

Michigan, like most states, has rules about what you can and can't name your nonprofit. Make sure you know Michigan's laws when choosing a name for your nonprofit.

Your Nonprofit Name Must Be Distinguishable

Under Michigan law, the name of your nonprofit corporation can't be the same as or too similar to an existing business's name on record with the Michigan Department of Licensing and Regulatory Affairs (LARA). These names include ones that are reserved, registered, or assumed. (Mich. Comp. Laws § 450.2212 (2025).)

You can check whether the proposed name for your nonprofit is available using LARA's business entity search.

Reserve Your Nonprofit's Name

You can reserve an available name for your nonprofit for around six months. Specifically, the reservation expires at the end of the sixth month following the month you file the reservation application. For example, if you were to reserve your nonprofit name on January 3, then the reservation would expire on July 31 of that same year. (Mich. Comp. Laws § 450.2215 (2025).)

You can reserve your nonprofit name by filing an Application for Reservation of Name with LARA. You can mail or hand deliver a paper application or file a name reservation online using LARA's Corporations Online Filing System (COFS). You'll need to create a customer ID number and PIN to use the online system.

As of 2025, the filing fee to reserve a name for your nonprofit is $10.

Register Your Nonprofit's Assumed Name (DBA)

When your nonprofit does business, you don't have to use your nonprofit's legal name registered on its formation paperwork. Instead, you can use a different name for your business—sometimes called an "assumed name" or a "DBA," (short for doing business as), "trade name," or "fictitious name."

If your nonprofit uses an assumed name in Michigan, you must file a Certificate of Assumed Name (Form CSCL/CD-541) with LARA. You can complete a paper copy and file the form in person or by mail. Alternatively, you can submit the certificate online via COFS.

As of 2025, the fee to register a trade name in Michigan is $10.

(Mich. Comp. Laws § 450.2217 (2025).)

2. Appoint the Initial Directors for Your Nonprofit Corporation

Unless provided otherwise in your articles of incorporation, every Michigan nonprofit corporation must have a board of directors. Michigan law requires a minimum of three directors. The IRS also prefers that organizations seeking tax-exempt status have at least three directors. You should try to appoint an odd number of directors to prevent voting ties.

As an exception, Michigan law requires that a private foundation or nonprofit that provides care to a dentally underserved population have at least one director.

For the most part, your corporation's articles of incorporation or bylaws can outline specifics for directors, such as:

• the number of directors (it can be a set number or a range)
• the rights, duties, and powers of directors
• the term of directors
• the qualifications for directors
• the election, designation, and appointment of directors, and
• the meetings of the board of directors.

(Mich. Comp. Laws §§ 450.2501 and following (2025).)

3. Prepare and File Your Nonprofit's Articles of Incorporation

You create your Michigan nonprofit entity by filing nonprofit Articles of Incorporation with LARA. Your articles of incorporation must include the following information:

• the name of your nonprofit
• the purpose for which your nonprofit is organized
• if the nonprofit is formed on a stock basis, the number of aggregate shares the nonprofit can issue
• if the stock will be divided into multiple classes, the number of shares in each class and the relative rights, preferences, and limitations of each class
• if the nonprofit is formed on a nonstock basis, a description and statement of value of the nonprofit's assets
• if the nonprofit is formed on a nonstock basis, a statement as to whether the nonprofit is formed on a membership or directorship basis
• the name and address of your nonprofit's initial registered agent
• the name and address of each incorporator, and
• the duration of the nonprofit if not perpetual.

(Mich. Comp. Laws § 450.2202 (2025).)

Include IRS-Specific Nonprofit Language in Your Articles

To receive tax-exempt status from the IRS, you'll need to have certain specific language in your articles, including:

• a statement of purpose that meets IRS requirements
• statements that your nonprofit will not engage in activities unrelated to its exempt purposes or in prohibited political or legislative activity, and
• a dissolution clause dedicating the corporation's assets to another 501(c)(3) organization or to the government upon dissolution.

You can include your statement of purpose under Article 2 of your articles of incorporation. You can add the prohibited activities and dissolution clauses as separate articles following Article 5.

For more guidance, the IRS has published suggested language for corporations to use in their articles of incorporation. You can also find sample language for these clauses approved by the IRS in the Instructions for IRS Form 1023-EZ, (see Part II).

How to File Your Nonprofit's Articles of Incorporation With the SOS

You can use the articles of incorporation form (Form CSCL/CD-502) that LARA provides for your nonprofit. You can find the articles and other relevant downloadable forms on LARA's corporations page.

The form includes instructions to help you fill out the articles. Complete the form and mail or hand-deliver your articles to LARA following the instructions provided. You can also file your articles online via COFS.

As of 2025, the filing fee for a Michigan nonprofit corporation's articles of incorporation is $20.

4. Prepare Bylaws for Your Michigan Nonprofit Corporation

You must draft and adopt initial bylaws for your nonprofit corporation. Your initial bylaws can be adopted by the incorporators, board of directors, members, or shareholders. Your articles can specify which group must adopt the bylaws. However, typically, the board of directors or incorporators will adopt the initial bylaws. (Mich. Comp. Laws § 450.2231 (2025).)

Your bylaws contain the rules and procedures your corporation will follow for:

• holding meetings
• electing officers and directors
• adopting, amending, and repealing the bylaws, and
• taking care of other corporate formalities.

You can draft the bylaws yourself. You can use free and inexpensive samples online (including our nonprofit bylaws form) to help you. You can also recruit an experienced business lawyer to draft the bylaws for your nonprofit.

You don't need to file your bylaws with the state—this document is your internal operating manual.

For more information on this nonprofit formation document, see our article about articles of incorporation, bylaws, and organizational minutes.

5. Hold a Meeting of Your Board of Directors

After incorporating your nonprofit, you must hold an organizational meeting to complete the organization of your nonprofit. Your nonprofit's incorporators or board of directors will hold this first organizational meeting.

The board or incorporators should take such actions as:

• electing the directors (if none have yet been appointed)
• approving the bylaws
• appointing officers
• setting an accounting period and tax year, and
• approving initial corporation transactions, such as opening a corporate bank account.

(Mich. Comp. Laws § 450.2223 (2025).)

After the meeting is completed, create meeting minutes that accurately record the actions taken by the board. You should set up a corporate records binder for your nonprofit to hold important documents such as your articles of incorporation, bylaws, and meeting minutes.

6. Apply for an EIN From the IRS

Your nonprofit corporation must obtain a federal employer identification number (EIN). You'll need an EIN to complete your application for federal tax exemption (discussed below).

You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.

7. Obtain the Necessary Business Licenses

Depending on its business activities and location, your nonprofit could need to obtain local and state business licenses or permits. Like most states, Michigan doesn't require a general business license to operate in the state.

However, some cities require all or some businesses to get a license to operate within city limits. You should check with your city or town clerk or visit your city's website for details about local requirements. In addition, your nonprofit might need to apply for certain tax, professional, occupational, or other regulatory licenses at the local, state, or federal levels.

You can read our article on how to get a small business license in Michigan for more details about licensing and permitting requirements in the state.

8. Obtain Your Federal and State Tax Exemptions

After legally forming your nonprofit corporation, you can obtain your federal and Michigan state tax exemptions. Here are the steps you must take to obtain your tax-exempt status.

Some nonprofits decide to reach out to a business or tax attorney at this stage. While you can form a nonprofit on your own, you might also find it useful to consult with a legal or tax professional. A business lawyer can help you complete the necessary steps to form and manage your nonprofit.

File Your Form 1023 Federal Tax Exemption Application

To obtain federal tax-exempt status from the IRS, you'll need to complete and file IRS Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code. This long and detailed form asks for a lot of information about your organization, including its history, finances, organizational structure, governance policies, operations, activities, and more.

Smaller nonprofits might be eligible to file Form 1023-EZ, Streamlined Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code. This application is a much simpler, shorter form that's filed online. Only smaller nonprofits—those with projected annual gross receipts of less than $50,000 and total assets of less than $250,000—are eligible to use the streamlined 1023-EZ application.

See the IRS website for more information on the Form 1023 and Form 1023-EZ filing requirements.

Michigan State Tax Exemptions

Michigan nonprofits should generally consider three types of state taxes and their level of exemption from each.

Michigan income tax. If your nonprofit is exempt from federal taxes, it's automatically exempt from filing and paying Michigan state income tax. (Mich. Comp. Laws § 206.625 (2025).)

Sales and use tax. 501(c)(3) nonprofits are exempt from paying Michigan sales tax. To receive a sales tax exemption, you must submit a Michigan Sales and Use Tax Certificate (Form 3372) to the Michigan Department of Treasury (DOT). You'll need to include a copy of your IRS 501(c)(3) determination letter with your application.

Property (ad valorem) tax. In general, 501(c)(3) nonprofits that own property and use that property for tax-exempt purposes don't have to pay property tax. You'll need to apply for the property tax exemption with your city or county. (Mich. Comp. Laws § 211.7o (2025).)

Charitable Solicitation and Fundraising Registration Requirements

In general, if your nonprofit solicits or receives contributions in Michigan, you must register your nonprofit with the Department of Attorney General. To register your nonprofit, you must submit an Initial Solicitation Form. You'll need to provide your IRS 501(c)(3) determination letter and other information with your form. As of 2025, there's no fee to register your nonprofit in Michigan.

Your registration expires seven months after the end of your nonprofit's fiscal year. You'll need to renew your registration by filing a Renewal Solicitation Form (Form CTS-02) with the Attorney General.

Some nonprofits are exempt from registration requirements. For example, nonprofits that raise money using volunteers and receive less than $25,000 per year don't have to register.

See the charitable organizations section of Michigan's Consumer Protection website for more guidance, links to forms, and contact information.

If your nonprofit plans to solicit or receive donations in other states, then you might have nonprofit filing and reporting obligations in those states as well. For more information about fundraising registration requirements in all 50 states, see Nonprofit Fundraising Registration Digital Guide, by Ronald J. Barrett and Stephen Fishman (Nolo).