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 $25.
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.
Set up a corporate records book in which you keep all of your corporation's important papers, including minutes of director and shareholder meetings, stock certificates, and stock certificate stubs. Keep your corporate records book at the principal office of your corporation. You can use a three-ring binder as the corporate records book or you can order a special corporate records kit through a corporate kit supplier.
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.
The incorporator—the person who signed the articles—must appoint the initial corporate directors who will 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 must fill in an “Incorporator’s Statement” showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. The statement need not be filed with the state. For a sample Incorporators Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
The first meeting of the corporation's board of directors should be held at which the directors can appoint corporate officers, adopt bylaws, select a corporate bank, authorize issuance of shares of stock, set the corporation's fiscal year, and adopt an official stock certificate form and corporate seal. The directors' actions must be recorded in corporate minutes prepared by the incorporator or any of the directors. Additionally, if the corporation will be an S corporation, the directors should approve the election of S corporation status. For corporate meeting minute forms, see Nolo’s website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
Issue stock to each shareholder. Although not legally required in most states, small corporations usually issue paper stock certificates. Enter each shareholder's name and contact information in the corporation’s stock transfer ledger. A share of stock in your corporation is classified as a security under state and federal securities laws that regulate the offer and sale of corporate stock. However, the federal government and all states exempt most small corporations from these laws. For example, federal law exempts "private offerings:" a non-advertised sale to a limited number of people (generally 35 or fewer). Most states have enacted their own versions of this SEC exemption. Visit your state securities office website for information about your state's securities laws. Links to all such offices can be found at the Contact Your Regulator web page of the North American Securities Administrators Association.
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 at or by mail. The filing fee is $25.
Additional tax and regulatory requirements apply to your corporation. These include:
EIN: 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.
S Corporation Filing: If the corporation wants to elect S corporation status for tax purposes, it must submit Form 2553 Election by a Small Business Corporation (signed by all the shareholders). The election should be filed within two months and 15 days after the beginning of the corporation's first tax year. See the IRS S Corporation Fact Sheet for details.
Business Licenses: Depending on its type of business and where it is located, your corporation may need to obtain other local and state business licenses.
All corporations organized outside of Michigan must register with the Michigan Department of Licensing and Regulatory Affairs to do business in Michigan. Foreign corporations must appoint a registered agent for service of process physically located in Michigan. To register file Application for Certificate of Authority to Transact Business or Conduct Affairs in Michigan (561) The application may be filed online or by mail. The filing fee is based on the number of authorized shares. The minimum fee is $60 for 60,000 shares.
The application must be accompanied by an original certificate of good standing or existence, no more than 30 days old, from the Secretary of State or similar official of the foreign corporation's home state.
Before filing, make sure the corporation's name is available in Michigan by checking the Michigan business name database. If the name is not available, the foreign corporation may use an assumed name in Michigan. The assumed name must be listed in the application.