Michigan nonprofit organizations will likely need to appoint and retain a registered agent.
A registered agent receives all official paperwork from the State of Michigan, they also receive any service of process a business may be served in a lawsuit.
Choosing a registered agent for your 501(c)(3) nonprofit is the second step in our complete guide, How to Start a Nonprofit in Michigan.
Check out our other guides for a look at How to Start a Nonprofit Organization or How to Choose a Registered Agent in other states.
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What Is a Michigan Resident Agent?
Article 5 of the Michigan Business Corporation Act, Section 450.1241, defines resident agents in the following way:
(1) Each domestic corporation and each foreign corporation authorized to transact business in this state shall have and continuously maintain in this state both of the following:
(a) A registered office, which may be the same as its place of business.
(b) A resident agent. A resident agent may be an individual resident of this state; a domestic corporation or limited liability company; or a foreign corporation or limited liability company authorized to transact business in this state.
(2) The address of the business office or residence of a resident agent must be the same as the address of the registered office.
Putting It Into Practice
A resident agent is a professional who will serve as your organization’s representative to the Michigan Department of Licensing and Regulatory Affairs while you operate your business. Some states refer to resident agents as registered agents, statutory agents, or service of process agents.
Your resident agent typically will receive correspondence, such as compliance information and tax notifications, on behalf of your organization. Registered agents also are in charge of accepting service of process documents. This simply means your registered agent will accept the legal summons and documents on your nonprofit’s behalf in the event someone sues your nonprofit.
In Michigan, the requirements for registered agents include:
- They may be domestic or foreign individuals or business entities.
- Individuals must be Michigan residents that are at least 18 years of age.
- Business entities must be registered to operate in Michigan.
- They must have a physical address (not just a P.O. box) in Michigan.
- They must always be available at said physical address during regular business hours.
Can I Be My Own Registered Agent in Michigan?
Any individual can serve as your nonprofit’s resident agent as long as they meet the requirements listed above. You may choose to act as your nonprofit’s resident agent; you may also select a member of your board of directors or a reliable friend.
If you choose to act as your organization’s resident agent, you must understand the importance of this position. If you miss a filing deadline or lose a document, you could put your nonprofit’s compliance status at risk and the Department of Licensing and Regulatory Affairs could revoke your nonprofit’s corporation status.
Many nonprofits and other businesses choose to hire a professional registered agent service to ensure their organization remains in compliance at all times.
Should My Nonprofit Use a Michigan Registered Agent Service?
Before you decide to hire a Michigan registered agent service, be sure to consider the advantages and disadvantages of this approach.
Advantages
You might consider hiring a registered agent service for your nonprofit organization for several reasons. Specifically, this approach can:
- Save You Time: When you first start your Michigan nonprofit, you need to focus on doing everything you can to make it successful. Hiring a professional registered agent service will allow you to focus on what’s important while the registered agent takes care of all incoming mail and official notices. In addition, they’ll often remind you of upcoming important filings or deadlines.
- Protect Your Personal Privacy and Your Business’s Reputation: Unfortunately, at some point in time, your organization may face a lawsuit. When you hire a professional registered agent service, all service of process notices will be delivered to a business address. If you act as your own resident agent, law enforcement agents could deliver these notices to your home or your place of work, depending on the address on file.
In addition to protecting your privacy and your business’s reputation, registered agent services are accustomed to receiving and properly handling this legal paperwork. This will help ensure your organization doesn’t lose a lawsuit on a technicality because you forgot to file something on time or you mishandled something due to not knowing how the legal system works. - Ensure Prompt Handling of Your Business Mail: Because a registered agent service’s primary job is to serve as a resident agent for a number of organizations, you can be sure they’ll address any mail they receive promptly. In addition, they’ll be available during their normal business hours to answer any questions you might have about these documents.
- Keep Your Nonprofit Compliant: You must ensure your nonprofit remains compliant with the requirements set forth by the State of Michigan and the federal government (if you successfully apply for 501(c)(3) status). Hiring a registered agent service will help ensure you don’t miss a single filing.
- Offer Convenience: Resident agents are required to be present at their listed address during business hours. That means hiring a registered agent service will allow you to take off work as needed and choose a flexible working schedule if desired.
- Provide National Support: If you think you may want to grow your organization nationally, choose a national registered agent service so it can continue to support you as your business grows.
Disadvantages
The only disadvantage of hiring a registered agent service is that it costs money, whereas you could act as your own resident agent for free.
Do I Need to Hire a Professional Registered Agent Service?
While hiring a professional registered agent service can be a great idea for several reasons, it becomes essential in some situations. If you answer “yes” to any of the following questions, you should hire a registered agent service for your nonprofit.
- Does your nonprofit keep irregular business hours? As previously noted, your nonprofit’s resident agent must be available at their listed address during standard business hours. If your nonprofit’s operating hours fall outside the standard 9-to-5, you’ll need to hire a registered agent service.
- Do you live out of state? Your nonprofit’s resident agent must be a resident of the state in which your nonprofit is incorporated. If you’re not a Michigan resident, you’ll need to hire a Michigan resident agent to represent your nonprofit.
- Is your nonprofit located in multiple states — or will it be in the future? If your nonprofit currently operates in multiple states — or has plans to do so — you must appoint a registered agent in every state in which it will operate. Because you obviously can’t be in two places at once, it’s essential that you hire a registered agent service.
- Will you operate without a physical address? If you plan to solely operate your nonprofit online, or without a physical address, you won’t have a business address to list on your Articles of Incorporation and other important legal documents. By hiring a professional registered agent service, you can list their agency’s physical address on all documents.
How Do I Choose a Resident Agent in Michigan?
For your Michigan nonprofit, you must select your resident agent when you file your nonprofit’s Articles of Incorporation. The Articles of Incorporation is the primary nonprofit formation document in Michigan.
Nominating a Registered Agent Online
You can file your nonprofit’s Articles of Incorporation and pay the $20 filing fee through the Michigan Department of Licensing and Regulatory Affairs’ Corporations Online Filing System. While completing the Articles of Incorporation online, you’ll be able to nominate your nonprofit’s resident agent.
Nominating a Registered Agent by Mail or in Person
To form your Michigan nonprofit by mail or in person, download Form 502 – Articles of Incorporation, fill it out in its entirety, and submit the original plus one copy (along with the $20 filing fee) to the Michigan Department of Licensing and Regulatory Affairs. You will list the registered agent’s name and contact details in Article IV.
How Do I Change My Nonprofit’s Resident Agent in Michigan?
The Business Corporation Act Section 450.1242 mandates the following for any change of resident agent by the nonprofit:
(1) A domestic corporation or a foreign corporation authorized to transact business in this state may change its registered office or change its resident agent, or both, upon filing a statement. The statement may be executed by any of the individuals set forth in section 132 or by the secretary or assistant secretary of the corporation. The statement shall provide all of the following information:
(a) The corporate name.
(b) The street address of the corporation’s then registered office, and its mailing address if different from its street address.
(c) If the address of the corporation’s registered office is changed, the street address and the mailing address, if different from the street address, to which the registered office is to be changed.
(d) The name of the corporation’s then resident agent.
(e) If the corporation’s resident agent is changed, the name of its successor resident agent.
(f) That the address of the corporation’s registered office and the address of its resident agent, as changed, will be identical.
(g) That the change was authorized by resolution duly adopted by the corporation’s board.
Putting It Into Practice
To legally change your Michigan nonprofit’s resident agent, simply fill out Form 520 – Certificate of Change of Resident Agent and submit it to the Michigan Department of Licensing and Regulatory Affairs along with the $5 filing fee.
Conclusion
When working in a nonprofit environment, you have more important things to focus on than checking the mail, filing legal documents, and worrying about remembering compliance deadlines. That’s what a resident agent can do for you. When you hire a professional registered agent service, you can leave these tasks in their capable hands and truly focus on what matters most to your organization.
Frequently Asked Questions
Who can serve as my nonprofit’s registered agent?
In the state of Michigan, anyone over 18 can serve as your nonprofit’s registered agent, as long as they are a state resident and available at their listed address during standard business hours during the week. We do, however, recommend all nonprofits utilize a registered agent service.
How much does a Michigan nonprofit registered agent cost?
Although using a registered agent service can cost your nonprofit between $50 and $300 per year, it will save you time, money, and stress in the long run.
How much does it cost to change my nonprofit’s registered agent?
Changing your Michigan nonprofit’s resident agent with the Department of Licensing and Regulatory Affairs costs $5.
What is a statutory agent?
A statutory agent is another name for a registered agent.
What is a resident agent?
A resident agent is another name for a registered agent. Michigan refers to its registered agents as resident agents.
What is a service of process agent?
A service of process agent is another name for a registered agent.
What does “service of process” mean?
Service of process simply means receiving legal documents, such as a court summons. A court summons is a document that requires a representative of your organization to appear before a judge because of a pending lawsuit.
What is the difference between a commercial registered agent and a noncommercial registered agent?
Most states require nonprofit owners to provide their nonprofit’s registered agent’s name and address when forming your nonprofit. In some states, you will be asked whether you are electing a commercial or noncommercial registered agent. Some states refer to professional registered agents as commercial agents and individual agents as noncommercial.