Step-by-Step Guide: How to Set Up Your LLC in Michigan | Expert Michigan LLC Formation | BetterLegal

Are you considering setting up an LLC in Michigan? BetterLegal has developed a complete yet concise guide to help you through the process through our years of experience. The five critical steps to properly set up an LLC in Michigan in order are:

1. Prepare by choosing a Name and Registered Agent
2. File Certificate of Formation with the State of Michigan
3. Apply for an EIN with the IRS
4. Obtain an Operating Agreement
5. Handle Ongoing Michigan Compliance and Maintenance

An LLC (Limited Liability Company) is a fairly new business structure which combines the best aspects of two older structures. Corporations have existed since before the US existed, but require heavy maintenance such as quarterly meetings with officially recorded minutes, board approval and distribution of ownership, and more. On the other side of the spectrum is a sole proprietorship (or partnership if more than one person) that possesses tax benefits, but doesn't provide the owners with liability protection.

Combining the liability protection of a corporation and the tax benefits of a partnership, LLCs were created and slowly adopted by all 50 states between 1977-1998. This means that, as the owner of an LLC, you are not personally liable for any debts or obligations of the business. This can be a crucial safeguard for a sole proprietor, as transitioning to an LLC protects your personal assets, such as your home or savings, in the event that the business is sued or faces financial difficulties.

In addition to liability protection, an LLC helps establish credibility for your business. When you officially register your business as an LLC, you are signaling to the public that you are a professional and legitimate operation. This is especially important for a sole owner of a business as customers have more options than ever and are more likely to choose a company that feels more trustworthy. Any credibility you can build with your future customers is extremely important.

The first step in setting up an LLC in Michigan is choosing a name for your business. The name you choose will represent your company and be used on all official documents, so it's essential to take the time to carefully consider your options.

It may seem tempting to have a very specialized name like "Irene's Michigan Ice Cream." However, if you're still iterating on your business offering or may expand, a somewhat generalized name may work in your favor. Don't fret too much as you can always change a Michigan LLC's name or use a nickname by filing a Michigan DBA. More on those post-formation options can be found under Step 5: Changes and Maintenance.

It's important to choose a name that is unique and not already in use by another business. You can use the Michigan Secretary of State's name check service to verify the availability of your desired LLC name. If you are having trouble accessing the name check service, you can also call the Michigan Secretary of State.

When choosing a name for your LLC, it's important to keep the following guidelines in mind:

1) LLC name must be distinguishable from the name of other corporations, limited partnerships or limited liability companies.
2) May not contain a word or phrase indicating it is organized for a purpose other than is stated in the Articles of Organization (e.g., may not include words such as ""corporation"", ""incorporated"", ""corp."", or ""inc.).
3) Other names to be used under the same LLC must be registered using a Certificate of Assumed Name
4) Proposed LLC names are subject to approval. Unless already filed and approved by the state, prospective members should not engage in activities that would cause problems that arise when there is a conflict with another entity's name.
5) Name may be reserved for 180 days and pay for a $25 registration fee."

When choosing a name, it's also important to consider available domain names and social handles. One of our early customers owned austineventcollective.com as well as austineventcollective across every social platform. Unfortunately, someone in Michigan already had a registered "Austin Event Collective LLC" and rejected her filing.

If you’re not ready to file, it is possible to reserve your Michigan LLC's name before officially registering your LLC with the Michigan Secretary of State. Please note that this is an additional and separate cost from officially filing your LLC and only holds the name, so you have to decide whether reserving a name for a few months is a better option than simply setting your Effective Start Date for the future (more on this in Step 2).

The next step in setting up an LLC in Michigan is choosing a registered agent. This person or entity will be responsible for receiving official mail from the State of Michigan and legal documents on behalf of your business.

The Registered Agent for your LLC in Michigan must have a physical address in Michigan. PO Box addresses aren’t allowed.

It's worth noting that this information is considered a public record and may be accessed by anyone. This means that anyone can view the names and addresses of the managers or members of your LLC by requesting a copy of your Articles of Organization from the Michigan Secretary of State. If you are concerned about privacy, you may want to consider using a third party to act as a registered agent for your LLC rather than using your own personal information. This step helps protect your operator's and owner's privacy and shield your personal information from public view.

There are countless options for Registered Agent Service, but we believe BetterLegal provides the best value. Click here to sign up.

Some additional guidelines in Michigan for Registered Agents:

The Registered Agent may be an individual or a registered entity in MI.

BetterLegal has helped tens of thousands of business owners across the US set up their LLC. Sign up today to start yours!

Once you have chosen a name and registered agent for your LLC, you'll need to file the Articles of Organization with the Michigan Secretary of State for a fee of $50 which is and provide a digital, scanned, or wet signature of the organizer.

Filing Options

1) Online - Go to https://cofs.lara.state.mi.us/corpweb/LoginSystem/ListNewFilings.aspx?FilingMethod=I
- Fill out the required fields
- Pay using VISA, Mastercard, American Express, or Discover.

2) Mail
- One (1) copy of Articles of Organization (https://www.michigan.gov/lara/-/media/Project/Websites/lara/cscl/Folder3/700_08-15.pdf?rev=167b3f08240d40d2b5dcd988da7ff573&hash=5C7365BF9C920A8967C1C76AF5B33EA5)
- $50 check/money order payable to the State of Michigan
- Mail to:
Michigan Department of Licensing and Regulatory Affairs Corporations,
Securities & Commercial Licensing Bureau Corporations Division
P.O. Box 30054 Lansing, MI 48909

Payment Options

If filing online, Credit Card. If by mail: Check or money order.

Turnaround Time

The turnaround time for LLC formation in Michigan is advertised by the Secretary of State as four (4) weeks, if the submission is filed using the regular processing option. Keep in mind that this can take longer based on state examiner’s workload at the time of filing. BetterLegal's internal experience with Michigan is twenty-four (24) to forty-eight (48) hours, as long as the filing request was received during BetterLegal's operating hours (Monday to Friday from 9 a.m. to 7 p.m. EST). Expedited process is available and there are four options:
1) 24-hour service - $50 for formation documents and applications for certificate of authority.
2) Same day - $100 for formation documents and applications for certificate of authority. (NOTE: Review completed on day of receipt. Document and request for same day expedited service must be received by 1 p.m. EST OR EDT)
3) Two hour - $500 (NOTE: Review completed within two hours on day of receipt. Document and request for two hour expedited service must be received by 3 p.m. EST OR EDT.)
4) One hour - $1000 (NOTE: Review completed within one hour on day of receipt. Document and request for 1 hour expedited service must be received by 4 p.m. EST OR EDT.)

Please note that the Secretary of State's office in Michigan is closed on weekends and state holidays. The office is open from 8:00am to 5:00pm, Monday through Friday.

Also note, that you should not apply for an EIN (Step 3) until Michigan has approved and delivered your Articles of Organization in case your LLC's name is rejected.

Setting a Future Effective Date

If you want to set a future "start date" for your LLC, this the date when you submitted your LLC application or a future effective date that may not be more than ninety (90) days from the date of filing. in the State of Michigan.

Address Requirements

In Michigan, you're required to provide Registered Agent Address If you want your address information to be private rather than public record, make sure your Registered Agent allows for all addresses. BetterLegal's $90/year service provides full privacy.

State's Mailing Address: The mailing address may be different from the listed registered agent address

Manager Information

The Manager's Information section of your LLC's Articles of Organization may include the names and addresses of the managers or members of your LLC. Here is extra information Michigan will want to know about your Managers:

1) Manager's Name - It may be an individual or non-individual manager.

Receiving your documents

After the Articles of Organization has been filed and accepted by the Michigan Secretary of State, the LLC is officially formed. Here's what Michigan will provide back to you based on your method of submission: If filed online, by email. If by mail, approved documents will be mailed to the return address.

The official deliverables will include: the following document: 1) Two-page document, which consists of a plain copy of the approved Articles of Organization and a copy of the Certificate of Organization.

You should keep a copy of the Articles of Organization for your records and use it to open a bank account, apply for business licenses, and conduct other business.

What if my filing is rejected?

If your filing is rejected, you'll receive information from the Michigan Secretary of State explaining the reason for the rejection. You can then make the necessary corrections and resubmit your documents. Regardless whether filed online or by mail, the document must be refiled.

Additional information

Non-refundable fees (rejected filings are considered abandoned after 60 days of non-filing).

Obtaining an Employer Identification Number (EIN) is a crucial step in starting an LLC in Michigan because banks require it to open a business bank account and the IRS requires it to pay taxes. So if you plan on making money, you'll need one. You don't need to employ anyone to need an EIN, it's simply a poor name choice by the IRS for what is essentially your LLC's Social Security Number or Tax ID.

An EIN is a unique nine-digit number assigned by the Internal Revenue Service (IRS) to identify a business for tax purposes and formatted as 12-3456789. EINs are free to get from the Internal Revenue Service's website, but can be tricky if you're not careful when answering their questions.

An EIN is a Tax ID for the federal government, it is not your Tax ID for the State of Michigan.

Here are some key points to keep in mind when obtaining an EIN for your LLC:

1. A Sole Proprietorship's EIN cannot be transferred to your Michigan LLC.
2. A Manager or Member must provide their personal information to link the EIN to your Michigan LLC.
3. You cannot use an existing business' information for an EIN since a business doesn't have a Social Security Number.
4. If you're not a US citizen that is in possession of an SSN, you will need to first obtain an ITIN before applying for an EIN through a paper filing.
5. Once the EIN is obtained, it must be included on all federal tax returns and other documents that require the business's tax identification number.
6. Keep a copy of the EIN confirmation letter for your records.

It's important to note that the EIN is for tax purposes only and does not give any rights or privileges to the holder.

The turnaround time for an EIN is instant and the fee is $0. However, the IRS’ website that generates EINs only works normal business hours EST, so it’s a good idea to plan ahead if getting this item is time sensitive. Also note, that you should not apply for an EIN until Michigan has approved and delivered your Articles of Organization in case your desired business name is rejected.

An operating agreement is an important document for any LLC, as it lays out the rights and responsibilities of the members (owners), as well as the management structure of the LLC. It's not a mandatory document filed with the State of Michigan, but it's highly recommended to have notarized as it can help prevent disputes and misunderstandings among members later on.

While it's your preference to decide whether the Michigan LLC is manager-managed or member-managed, BetterLegal prefers to set up LLCs as manager-managed since an individual can be both a manager and a member. If a manager/member wants to become passive at a later stage of the company and the Operating Agreement is set up as member-managed, then it opens up a can of worms that could have been avoided by retaining the separation of duties from the beginning.

Here are some key points to keep in mind when creating an Operating Agreement for your LLC:

1. Identify the members of the LLC and their respective ownership percentages.
2. Outline the decision-making procedures, such as how many members must be present for a meeting to be considered quorate and how many votes are required to pass a resolution.
3. Specify the process for admitting new members or removing existing members.
4. Include information about how profits and losses will be distributed among members.
5. Set out the procedures for amending the Operating Agreement and dissolving the Michigan LLC.

This is an important document for a Michigan Limited Liability Company and is too often overlooked or skimped on. If setting up a single-member LLC, be wary of professionals that charge hundreds or thousands of dollars for a single-page document. We have seen attorneys charge $3500 for a simple document providing zero ability for supporting multiple owners in the future. While you may start as a sole owner, that may not always be the case. It's best to plan ahead during these early phases before the grind of entrepreneurship sets in.

We've also seen instances where an individual helping with the business early on later claims ownership upon the business' later success. Never refer to someone paid or unpaid as a "partner" in public, especially if you don't have a signed and notarized Operating Agreement in place.

If you're setting up your Michigan LLC on your own and need an Operating Agreement, BetterLegal can provide one for a reasonable fee.

The Operating Agreement should be reviewed periodically and updated to ensure that it accurately reflects the current state of the Michigan LLC.

BetterLegal has helped tens of thousands of business owners across the US set up their LLC. Sign up today to start yours!

As an LLC in Michigan, you'll need to comply with certain Michigan regulations.

This includes, but not limited to:

1. Obtaining any necessary licenses and permits
2. Keeping records of your business's financial transactions
3. Staying on top of Michigan's Annual Report
4. Notifying the State of changes to your LLC