A limited liability company (LLC) is a way to legally structure a business that combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship.

Follow the steps below to form an LLC in Michigan. (For more on how to form an LLC in any state, see our article on how to start an LLC.)

1. Choose a Name for Your Michigan LLC

Michigan, like other states, has rules for naming LLCs:

• An LLC name must contain the words "limited liability company" or the abbreviations "LLC" or "LC" with or without punctuation.
• An LLC name can't include a phrase, word, or abbreviation that implies it's formed for a purpose other than what's stated in its articles of organization.
• An LLC name can't include "corporation," "incorporated," "corp.," or "inc."
• An LLC name must be distinguishable from any other business name that's been registered, reserved, or assumed in Michigan.

(Mich. Comp. Laws § 450.4204 (2023).)

You can check which business names are available by searching the business database on the Michigan Department of Licensing and Regulatory Affairs (LARA) website. You can reserve a name for six months by filing an Application for Reservation of Name (Form 540) with LARA. You can file the application online or by mail. As of 2023, the filing fee is $25.

Using an Assumed Name

2. Appoint a Registered Agent for Your Michigan LLC

Every Michigan LLC must have an agent for service of process in the state. This agent is an individual or business entity that agrees to accept legal papers on the LLC's behalf if someone sues the company. In most states, this person or entity is known as the "registered agent." However, in Michigan law, the more common term is "resident agent."

The agent can be a Michigan resident, a Michigan corporation or LLC, or a foreign corporation or LLC authorized to transact business in Michigan. The registered agent must have a physical street address in Michigan. (Mich. Comp. Laws § 450.4207 (2023).)

3. File Articles of Organization

You can create a Michigan LLC by filing articles of organization with LARA. The articles must include:

• the LLC's name
• the LLC's purpose
• whether the LLC's duration will be perpetual or for a specified period
• the name and address of the LLC's resident agent, and
• if the LLC will be managed by managers, then a statement to that effect.

(Mich. Comp. Laws § 450.4203 (2023).)

You can file your articles file your articles online or by mail (using Form 700). As of 2023, the filing fee is $50.

4. Prepare an Operating Agreement

In Michigan, your LLC isn't required to have an operating agreement. But it's strongly recommended that you create one anyway. An operating agreement is an internal document that establishes how you'll run your LLC. It sets out the rights and responsibilities of the members and managers, including how you'll manage the LLC.

Your agreement can also help preserve your limited liability by showing that your LLC is truly a separate business entity from the owners. If you don't have an operating agreement for your LLC, state LLC law will determine the rules and procedures for your LLC.

5. Get an EIN & Comply With Other Tax & Regulatory Requirements

Other tax and regulatory requirements might apply to your LLC. For example, your LLC might need to obtain an EIN, apply for business licenses and permits, and register for business taxes.

EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for your LLC only if either you elect to have your business taxed as a corporation instead of a sole proprietorship (disregarded entity) or your single-member LLC has employees. You can get an EIN by completing an online EIN application on the IRS website. There's no filing fee.

Business Licenses. Depending on its business activities and location, your LLC could need other local and state business licenses. For local licenses, check with the clerk for the city or town where the LLC's primary place of business is located (or county if it's in an unincorporated area). For state license information, check the state license search webpage at the State of Michigan website. For more details, see our article on how to get a small business license in Michigan.

Michigan Department of Treasury. If you have employees or will be selling goods and collecting sales tax, you'll need to register with the Michigan Department of Treasury. You can register online using Michigan Treasury Online. For more on state LLC tax registration, check out our article on Michigan LLC annual report and filing requirements.

6. File Annual Statements

All LLCs doing business in Michigan must file an annual statement with LARA. The report must be filed by February 15 after the year of formation or qualification. However, if you form your LLC after September 30, you don't need to file a statement the following February. For example, if you form your business on November 1, 2023, your first annual statement will be due by February 15, 2025. (Mich. Comp. Laws § 450.4207 (2023).)

The state mails a pre-printed annual statement to the LLC's resident agent at the registered office about three months before the due date. You can file the report online or by mail. As of 2023, the filing fee is $25.

Additional Help Starting Your Michigan LLC

LARA has an LLC webpage with information on how to form and manage your LLC in Michigan. The webpage includes links to Michigan's LLC Act, forms, and government resources.

You can also use our online LLC formation service to start your LLC. Just answer a few questions about the company you want to form and we'll do the paperwork for you.

If you want professional legal help, talk to a Michigan business attorney. A lawyer can help you file your articles of organization, draft your operating agreement, and comply with tax and regulatory requirements.