To form a corporation in Michigan, you need to take the steps set forth below. You can also use Nolo's Online Corporation service, which will form a corporation for you with everything you need.
Your corporation's name must contain the word "Incorporated," "Corporation," "Company," or "Limited," or an abbreviation of one of those words.
Your corporation's name must be distinguishable from the names of other business entities already on file with the Michigan Department of Licensing and Regulatory Affairs. Names may be checked for availability by searching the Michigan business name database. You may reserve a name for six months by filing an Application for Reservation of Name (540) with the Michigan Department of Licensing and Regulatory Affairs Bureau of Commercial Services. The application may be filed online or by mail. The filing fee is $10.
Your corporation is legally created by filing Articles of Incorporation-For Profit (500) with the Michigan Department of Licensing and Regulatory Affairs. The articles must include the: corporate name; purpose; the number of shares the corporation is authorized to issue (if there is more than one class or series of shares, state the relative rights, preferences, and limitations of the shares of each class); the name and address of agent for service of process; the number of shares the corporation is authorized to issue (if there is more than one class or series of shares, state the relative rights, preferences, and limitations of the shares of each class); the name and street address of the resident agent for service of process; and the name and address of each incorporator.
The articles may be filed online or by mail. The filing fee is based on the number of authorized shares plus a $10 fee. There is a $50 fee for the first 60,000 shares; $100 for up to 1 million shares.
Every Michigan corporation must have an agent for service of process in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. A registered agent may be a Michigan resident, Michigan corporation, foreign corporation with a certificate of authority to transact business in Michigan, Michigan limited liability company, or foreign LLC authorized to transact business in Michigan. The registered agent must have a physical street address in Michigan. The agent should agree to accept service of process on your corporation's behalf prior to designation.
Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they (1) establish your corporation's operating rules, and (2) help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo's website or Incorporate Your Business, by Anthony Mancuso (Nolo). Corporate kits also typically contain sample bylaws.
Keep your bylaws, articles, stock certificates, minutes of shareholder and director meetings, and other important papers in a corporate records book. You can use a three-ring binder or order a corporate records kit through a corporate kit supplier.
The incorporator—the person who signed the articles—appoints the initial corporate directors who serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders). The incorporator should complete and sign an "Incorporator's Statement" showing the names and addresses of the initial directors. The statement need not be filed with the state--keep it in the corporate records book. For a sample Incorporators Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
At the first board meeting, the directors appoint corporate officers, adopt bylaws, select a corporate bank, set the corporation's fiscal year, authorize issuance of shares of stock, and adopt an official stock certificate form and corporate seal. Share issuances by small privately held corporations are usually exempt from federal and state securities laws--see the Nolo Corporations FAQ.
Record the directors' actions in corporate minutes prepared by the incorporator or any of the directors. For corporate meeting minute forms, see Nolo's website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
All corporations doing business in Michigan must file an annual report with the Department of Licensing and Regulatory Affairs. The report must be filed on or before May 15 of each year beginning the year after incorporation. A pre-printed annual report, BCS/CD-2500 is mailed to the corporation's resident agent at the registered office approximately three months prior to the due date. The report can be filed online or by mail. The filing fee is $25.
Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.