Understanding Michigan LLC Laws
The rules for starting and running a Michigan limited liability company (LLC) are laid out by Michigan LLC laws.
In this guide, we offer simple explanations to Michigan LLC laws about:
- LLC Formation Requirements
- Resident Agent Duties and Appointment
- Operating Agreements
- Annual Statement Requirements
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
Michigan LLC laws set out the requirements for forming an LLC. The State of Michigan has created the LARA Corporations Online Filing System and PDF Articles of Organization form to simplify the process.
Michigan LLC Formation Statute
The following LLC formation statutes are from the Michigan Limited Liability Company Act:
450.4203 Articles of organization; contents.
(1) The articles of organization shall contain all of the following:
(a) The name of the limited liability company.
(b) The purposes for which the limited liability company is formed. It is sufficient to state substantially, alone or with specifically enumerated purposes, that the limited liability company may engage in any activity for which limited liability companies may be formed under this act.
(c) The street address, and the mailing address if different from the street address, of the limited liability company's initial resident office and the name of its initial resident agent at that address.
(d) If the business of the limited liability company is to be managed by managers, a statement that the business is to be managed by or under the authority of managers.
(e) The maximum duration of the limited liability company, if other than perpetual.
(2) The articles of organization may contain any provision not inconsistent with this act or another statute of this state, including any provision that is required or permitted to be in an operating agreement under this act.
(3) The articles of organization need not set out the powers of the limited liability company as described in section 210.
Start forming your LLC by reading our Best LLC Services review.
What This Means: Key Takeaways*
The statute provides the requirements for setting up (or forming) an LLC. The State of Michigan offers online and hard copy LLC filing to meet these requirements.
Required Information for Michigan LLC Formation:
- LLC’s name
- The purpose of the LLC
- Resident agent’s name and Michigan street address
- If the LLC will be managed by managers, then you must state this
- Maximum duration of LLC if not perpetual (without end)
Resident Agent Duties and Appointment
Michigan LLC laws define the duties and appointment of the LLC resident agent, known as a registered agent in most states.
Michigan LLC Resident Agent Statute
The following resident agent statutes are from the Michigan Limited Liability Company Act:
450.4207 Maintaining registered office and resident agent; service of process, notice, or demand; appointment of agent; annual statement; service of process by mail.
(1) Each domestic limited liability company and foreign limited liability company authorized to transact business in this state shall have and continuously maintain in this state both of the following:
(a) A registered office that may, but need not be, the same as its place of business.
(b) A resident agent. The resident agent may be either an individual resident in this state whose business office or residence is identical with the registered office or any of the following having a business office identical with the registered office:
(i) A domestic corporation.
(ii) A foreign corporation authorized to transact business in this state.
(iii) A domestic limited liability company.
(iv) A foreign limited liability company authorized to transact business in this state.
(2) The resident agent appointed by a limited liability company is an agent of the company upon whom any process, notice, or demand required or permitted by law to be served upon the company may be served.
(3) A domestic limited liability company or foreign limited liability company authorized to transact business in this state shall file with the administrator an annual statement executed as provided in section 103 containing the name of its resident agent and the address of its registered office in this state. The statement shall be filed not later than February 15 of each year, except that a limited liability company formed after September 30 or a foreign limited liability company authorized to transact business in this state after September 30 need not file a statement on the February 15 immediately succeeding its formation or authorization.
(4) If a limited liability company fails to appoint or maintain an agent for service of process, or the agent for service of process cannot be found or served through the exercise of reasonable diligence, service of process may be made by delivering or mailing by registered mail to the administrator a summons and copy of the complaint.
450.4209 Changing registered office or resident agent; statement; filing; contents; changing business or residence address of resident agent.
(1) A domestic limited liability company or foreign limited liability company authorized to transact business in this state may change its registered office or resident agent, or both, upon filing with the administrator a statement executed as provided in section 103 and setting forth all of the following:
(a) The name of the limited liability company.
(b) The address of its then registered office and the new address if the registered office is to be changed.
(c) The name of its then resident agent and the name of the successor if the resident agent is to be changed.
(d) A statement that the address of the registered office and the address of the resident agent are identical.
(e) A statement that the change was authorized in accordance with an operating agreement, or, if not provided for in an operating agreement, by affirmative vote of a majority of the members voting in accordance with section 502(1) or managers voting in accordance with section 405.
(2) If a resident agent changes its business or residence address to another place within this state, the resident agent may change the address of the registered office of the domestic or foreign limited liability company of which the person is a resident agent by filing a statement as required in subsection (1) and mailing a copy of the statement to the limited liability company. The statement need only to be signed by the resident agent and need not contain the statement required by subsection (1)(e).
What This Means: Key Takeaways*
A resident agent’s job is to accept service of process (legal summons to a lawsuit).
A Michigan resident agent must:
- Maintain a resident office in Michigan (i.e., no P.O. boxes)
- Be an individual, a Michigan corporation or LLC, or foreign corporation or LLC with a business address that is the same as the resident office address
Resident agent information is kept on file by the State of Michigan. If you change your resident agent or if your resident agent resigns, you must file a change of resident agent form.
Operating Agreements
Michigan LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following laws about operating agreements are from the Michigan Limited Liability Company Act:
450.4102 Definitions.
(r) "Operating agreement" means a written agreement by the member of a limited liability company that has 1 member, or between all of the members of a limited liability company that has more than 1 member, pertaining to the affairs of the limited liability company and the conduct of its business. The term includes any provision in the articles of organization pertaining to the affairs of the limited liability company and the conduct of its business.
450.4213 Registered office or principal place of business; documents required to be kept.
A limited liability company shall keep at its registered office or principal place of business in this state all of the following:
(a) A current list of the full name and last known address of each member and manager.
(b) A copy of the articles or restated articles of organization, together with any amendments to the articles.
(c) Copies of the limited liability company's federal, state, and local tax returns and reports, if any, for the 3 most recent years.
(d) Copies of any financial statements of the limited liability company for the 3 most recent years.
(e) Copies of operating agreements.
(f) Copies of records that would enable a member to determine the members' relative shares of the limited liability company's distributions and the members' relative voting rights.
450.4214 Conflict between articles of organization and operating agreement.
If there is a conflict between the articles of organization and an operating agreement of a limited liability company, the articles of organization shall control.
450.4215 Operating agreement unenforceable.
An operating agreement of a limited liability company that has 1 member is not unenforceable because only 1 person is a party to the operating agreement.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Single-member LLCs can create and enforce an operating agreement.
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Annual Statement Requirements
Michigan LLC laws set out the requirements for annual LLC reporting with what the state calls an annual statement. The State of Michigan has created the LARA annual statement online portal to simplify the process.
Michigan LLC Annual Statement Statute
The following annual report statutes are from the Michigan Limited Liability Company Act:
450.4207 Maintaining registered office and resident agent; service of process, notice, or demand; appointment of agent; annual statement; service of process by mail.
(1) Each domestic limited liability company and foreign limited liability company authorized to transact business in this state shall have and continuously maintain in this state both of the following:
(a) A registered office that may, but need not be, the same as its place of business.
(b) A resident agent. The resident agent may be either an individual resident in this state whose business office or residence is identical with the registered office or any of the following having a business office identical with the registered office:
(i) A domestic corporation.
(ii) A foreign corporation authorized to transact business in this state.
(iii) A domestic limited liability company.
(iv) A foreign limited liability company authorized to transact business in this state.
(2) The resident agent appointed by a limited liability company is an agent of the company upon whom any process, notice, or demand required or permitted by law to be served upon the company may be served.
(3) A domestic limited liability company or foreign limited liability company authorized to transact business in this state shall file with the administrator an annual statement executed as provided in section 103 containing the name of its resident agent and the address of its registered office in this state. The statement shall be filed not later than February 15 of each year, except that a limited liability company formed after September 30 or a foreign limited liability company authorized to transact business in this state after September 30 need not file a statement on the February 15 immediately succeeding its formation or authorization.
(4) If a limited liability company fails to appoint or maintain an agent for service of process, or the agent for service of process cannot be found or served through the exercise of reasonable diligence, service of process may be made by delivering or mailing by registered mail to the administrator a summons and copy of the complaint.
History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002
What This Means: Key Takeaways*
You can file your Michigan annual statement online.
Your Michigan LLC annual statement must state the following information (and must be current as of the date of filing):
- Current resident agent
- Current registered office
Annual Statement Due Dates:
- Annual reports are due by February 15 each year unless the LLC was formed after September 30. If filed after September 30, the annual statement is due by the second February 15 after LLC formation.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.