How to Start a Corporation in Michigan
You can open a Michigan corporation by filing the Articles of Incorporation with the Michigan Department of Licensing and Regulatory Affairs, creating corporate bylaws, and choosing your initial director(s).
We’ll show you how to start a corporation in Michigan yourself.
Or, simply use a professional service:
Northwest ($29 + state fee)
Forming a Corporation in Michigan Is Easy
Step 1: Name Your Michigan Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Articles of Incorporation
Step 5: Get an EIN
For a look at corporation formation in every state, check out our other How to Start a Corporation guides.
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Step 1: Name Your Michigan Corporation
Choosing a business name is the first step in starting a corporation.
1. Michigan naming guidelines:
- Your name must contain the word “corporation,” “company,” “incorporated,” “limited” or an abbreviation of one of these terms.
- Your name must be distinguishable from any existing business in your state. This includes reserved names.
- Your name cannot imply that the corporation is organized for any purpose other than the one outlined in its articles of incorporation.
- Your name cannot use the words “bank,” “industrial bank,” “deposit,” “surety,” “security,” “trust,” or “trust company” or imply that the corporation is a banking, insurance, surety, or trust company without approval.
- Michigan has a long list of other restricted words that may require approval for your corporation to use in its name. The full list is provided by Michigan’s Department of Licensing and Regulatory Affairs.
Read the Michigan state statute regarding corporation naming guidelines for more information.
2. Is my corporation name available in Michigan?
Your Michigan corporation name must be unique and distinguishable from other business names in Michigan. Use the Michigan LARA Business Entity Database to determine if your desired business name is available.
3. Is the URL available?
Before registering your Michigan corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.
Step 2: Choose a Michigan Registered Agent
You must appoint a Michigan resident agent, also known as a registered agent, when you register your corporation with the Department of Licensing and Regulatory Affairs.
A registered agent is an individual or entity that has been appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.
Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Michigan resident agent as long as the person:
- is 18 years or older
- has a physical address in the state where business activity is conducted
- is available (in person) during normal business hours
Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).
Step 3: Hold an Organizational Meeting
Before you officially file the Articles of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:
- Fill-out and execute the Articles of Incorporation
- Create and approve bylaws
- Select your initial director(s)
- Determine your share structure
- Execute an Incorporator’s Statement
Create and Approve Corporate Bylaws
Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.
Appoint Initial Directors
You must appoint at least one director who will oversee your Michigan corporation until the first shareholders’ meeting.
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will appoint the officers.
Choose a Share Structure and Strategy
A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation.
Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.
Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.
In Michigan, the Articles of Incorporation form allows you to indicate if the corporation will issue more than one authorized share class or series. You must indicate whether the share classes are common or preferred.
Common Stock vs. Preferred Stock
Common stock gives its shareholder voting rights whereas preferred stock does not. When it comes to company assets, preferred stockholders are paid before common stockholders.
Create and Execute an Incorporator’s Statement
The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book.
This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder’s meeting. It should be stored with the rest of your corporate records.
Step 4: File the Michigan Articles of Incorporation
You will need to file the Michigan Articles of Incorporation to set up a corporation in Michigan. You can file it by mail, in person, or online with the Michigan Department of Licensing and Regulatory Affairs.
This document will cover the basics of your corporation, including:
- Corporate name and statement of purpose
- Corporate resident agent name and street address
- The number of authorized shares the corporation is allowed to issue
- The relative rights, preferences, and limitations of each share class
- Incorporator(s) name(s) and address(es)
In Michigan, the Articles of Incorporation form allows you to indicate if the corporation will issue more than one authorized share class or series. You must indicate whether the share classes are common or preferred.
Common stock gives its shareholder voting rights whereas preferred stock does not. When it comes to company assets, preferred stockholders are paid before common stockholders.
Filing Fee
The filing fee depends on the number of authorized shares the corporation plans to issue. There is a flat fee of $10 plus:
- 1-60,000 shares: $50
- 60,001-1,000,000 shares: $100
- 1,000,001-5,000,000 shares: $300
- 5,000,001-10,000,000 shares: $500
- More than 10,000,000 shares: $500 for first 10,000,000 plus $1,000 for each additional 10,000,000 or portion thereof
File the Michigan Articles of Incorporation
Option 1: File Online With LARA Corporations Online Filing System
File Online– OR –
Option 2: File the Articles of Incorporation by Mail or In Person
Download FormFiling Cost: $50+
Mailing Address:
Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
P.O. Box 30054
Lansing, MI 48909
Office Address:
Michigan Department of Licensing and Regulatory Affairs
Corporations Division
2501 Woodlake Circle
Okemos, MI 48864
Step 5: Get an EIN for Your Michigan Corporation
An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a social security number for the company. An EIN is needed:
- To open a bank account for the company
- For Federal and State tax purposes
- To hire employees
Get an EIN
Option 1: Request an EIN from the IRS
– OR –
Option 2: Apply for an EIN by Mail or Fax
Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
Fee: Free
Taxes, Annual Reports, & Licensing
Michigan State Corporation Tax Requirements
Depending on the nature of your business, you may be required to register for one or more forms of state tax:
Michigan Sales Tax
If you’re selling a product, you’ll typically need to register for a seller’s permit through the Michigan Department of Treasury’s website. This allows a business to collect sales tax.
Michigan Employer Taxes
If you hire employees, you will need to register for Michigan employer taxes through the Michigan Department of Treasury’s website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.
Michigan Corporation Licenses and Permits
To operate your corporation in Michigan, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
Learn more in our Michigan Business License guide.
File the Michigan Corporate Annual Report
You must file the Michigan Corporation Annual Report by May 15 each year following incorporation. You can file online using Michigan’s LARA website. After logging into the site, select either Annual Report with Changes or Annual Report With No Changes from the list of forms. The filing fee is $25.
Corporate Dissolution & Michigan Good Standing
How to Get a Michigan Certificate of Good Standing
A Certificate of Good Standing verifies that your Michigan corporation was legally formed and has been properly maintained.
You can request a Certificate of Good Standing online, by mail, by phone, or in person. If you make your request by mail, you must file the Certification and Copies Request form. The filing fee is $10 for online, mail, and phone requests, but $12.50 for requests made in person.
Request a Michigan Certificate of Good Standing
Option 1: Request a Certificate Online With LARA Corporations Online Filing System
Request Online– OR –
Option 2: Request a Certificate by Mail, by Phone, or In Person
Download FormFee: $10 online, by mail, or by phone; $12.50 in person
Mailing Address:
LARA, Corporations Division
P.O. Box 30054
Lansing, MI 48909
Office Address:
Corporations Division
2501 Woodlake Circle
Okemos, MI 48864
Phone: (517) 241-6470
How to Dissolve a Corporation in Michigan
If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.
There are five main steps to close your Michigan corporation:
- Stop doing business
- Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
- File the Certificate of Dissolution with the Michigan Department of Licensing and Regulatory Affairs
- Close your federal and state business tax accounts with the IRS and Michigan Department of Treasury and receive tax clearance (if applicable)
- Close your business bank accounts
File Dissolution Documents
Michigan corporations have two options for filing dissolution documents: one for corporations that already commenced business or issued shares and one for corporations that have yet to commence business or issue shares.
Your corporation also must file a Notice of Change or Discontinuance (Form 163) with the Michigan Department of Treasury.
Within 60 days after submitting the Certificate of Dissolution, your corporation should request a Tax Clearance Certificate from the Michigan Department of Treasury to verify that all taxes have been paid.
Certificate of Dissolution (Form CSCL/CD-530)
If your corporation has yet to commence business or issue shares, you must file the Certificate of Dissolution (Form CSCL/CD-530). A tax clearance from the Michigan Department of Treasury is not required for this form of dissolution. The filing fee is $10.
Certificate of Dissolution (Form CSCL/CD-531)
If your corporation already issued shares or commenced business, you must file the Certificate of Dissolution (Form CSCL/CD-531). The filing fee is $10.
Steps After Forming a Corporation
After forming a corporation you’ll want to protect your personal and business assets, and build credit.
Taking these steps will set your business up for success:
- Open a Business Bank Account
- Open a Business Credit Card
- Establish and Build Business Credit
- Get Insurance
- Protect Your Corporate Veil
Form a Corporation with Northwest for $29 Plus State Fees
Michigan Corporation FAQ
This will depend on the number of authorized shares that will be issued, and can range from $50 to over $500.
Additionally, a flat $10 fee needs to be paid regardless of the number of shares.
Note: You will also need to get a registered agent. See our How Much Does a Registered Agent Cost for more information.
The main difference between a Michigan LLC and a corporation comes down to taxes, management-related regulations, and cost.
Starting a corporation can be more expensive than an LLC. It is also more difficult to run due to the rigmarole involved.
LLCs are also taxed as pass-through entities, unlike corporations.
All in all, we recommend starting a corporation only if you want to attract investors. Read our Why Investors and Venture Capitalists Like C Corporations for more information.
Depending on the number of requests being processed, your corporation should take anywhere between five business days and a few weeks in order to be formed.
The Michigan Department of Licensing and Regulatory affairs additionally offers a one hour, two hour, same day, and 24 hour expedited service for an additional fee.
Note: How long it will take you can also depend on the type of corporation that you form. See our What is a Corporation article for more information on everything you need to know.
No, it’s not. Having said that, it can require more time, effort, and money in comparison to other entities.
Starting a corporation in Michigan comes down to:
- Finding a suitable name
- Choosing a registered agent
- Holding an organizational meeting
- Filing your Articles of Organization
See our How to Start a Corporation in Michigan article for more information.
Even though starting an LLC is unlikely to be significantly easier than starting a corporation, it is definitely more easy to run and manage.
This is because corporations are subject to significant federal scrutiny, and are required to follow certain management-related procedures in order to operate legitimately.
See our LLC vs Corporation article for more information.