Question 1

Do I need tax clearance before filing a Certificate of Dissolution in Michigan?

Accepted Answer

No, not before. Michigan reverses the sequence most filers expect. MCL 206.451(1) requires a corporation that submits a certificate of dissolution to request a certificate from the Department of Treasury stating that taxes are not due not more than 60 days after submitting it. Nothing is attached to the LARA filing, and the Corporations, Securities and Commercial Licensing Bureau does not hold the certificate pending Treasury. Chapter 8 of the Business Corporation Act, which governs dissolution at MCL 450.1801 through 450.1864, does not mention tax once. LARA's own dissolution page puts it the same way: a tax clearance must be requested from the Michigan Department of Treasury within 60 days of the filing. The before-commencement form goes further and states that a tax clearance from the Michigan Department of Treasury is not required for that form of dissolution.

Question 2

Which form does Michigan use to dissolve a for-profit corporation?

Accepted Answer

Form CSCL/CD 531, Certificate of Dissolution, For use by Domestic Corporations, revision 07/25. Michigan publishes nothing called articles of dissolution, and the filing office is not a Secretary of State: it is the Department of Licensing and Regulatory Affairs, Corporations, Securities and Commercial Licensing Bureau, Corporations Division. A second numbered form shares the title. LARA's catalog lists CSCL/CD 530 as Certificate of Dissolution (Before Commencement), the MCL 450.1803 route for a corporation that never commenced business, issued no shares and has no debts. There is no intent-to-dissolve precursor filing in this state: MCL 450.1831(b) treats the corporation as dissolved when a certificate of dissolution is filed under sections 803 to 805. Paper goes to P.O. Box 30054, Lansing, MI 48909, or to 2407 N Grand River Ave in person, and the same document can be submitted at www.michigan.gov/corpfileonline.

Question 3

How much does it cost to dissolve a Michigan corporation?

Accepted Answer

Ten dollars ($10). MCL 450.2060(1)(g) sets the fee for a certificate of dissolution at $10.00, and both current form faces print the same figure, so the statute and the published schedule agree rather than drifting apart. LARA does not refund filing fees (MCL 450.2060(2)). Optional expedited review is additional and is requested on its own form, CSCL/CD 272: $100 for same-day handling of a formation document, $200 for same-day handling of a document about an existing corporation, $500 for two-hour review and $1,000 for one-hour review, with submission cutoffs of 1 p.m., 3 p.m. and 4 p.m. respectively. Those published figures track MCL 450.1131(7) line for line. Michigan also waives the fee where a corporation proves to LARA that a majority of its shares are held by honorably discharged veterans of the Armed Forces (MCL 450.2060(10)).

Question 4

Who has to approve dissolving a Michigan corporation?

Accepted Answer

The board proposes and the shareholders carry it. MCL 450.1804(2) lets the board propose dissolution for action by the shareholders, and MCL 450.1804(6) approves it on the affirmative vote of the holders of a majority of the outstanding shares entitled to vote on the dissolution. Because the denominator is shares outstanding rather than shares voted, abstentions and absences work against the proposal. Notice of the meeting must reach every shareholder of record, whether or not entitled to vote, and must state that a purpose of the meeting is to vote on dissolution (MCL 450.1804(5)). Two written-consent substitutes exist: all shareholders entitled to vote may consent in writing under MCL 450.1407(2), while a less than unanimous written consent is available only if the articles of incorporation provide for it, and then written notice has to go to the shareholders who did not consent (MCL 450.1407(1)).

Question 5

How do I request the Michigan Department of Treasury tax clearance after dissolving?

Accepted Answer

On Treasury form 5156, Request for Tax Clearance Certificate or Tax Status Letter, revision 04-25, mailed to the Michigan Department of Treasury, Tax Clearance Section, PO Box 30778, Lansing, MI 48909. Select the reason for closing or withdrawing a business registered with LARA, then complete Parts 1, 2 and 4 only. Part 2 asks for the identification number LARA assigned, the date the business registered through LARA, and an effective date of discontinuance that has to match the date on form 163. Form 163, Notice of Change or Discontinuance, must be submitted electronically through Michigan Treasury Online at mto.treasury.michigan.gov before form 5156 goes in. Part 4 is signed under penalty of perjury by an owner, officer or member. One address split to watch: the LARA form points to a Tax Clearance Division at Lansing MI 48922, while Treasury's own current form gives the PO Box 30778 address.

Question 6

Do I have to notify creditors when dissolving a Michigan corporation?

Accepted Answer

No. Michigan makes both notice routes elective, and both open only after the dissolution is effective. Under MCL 450.1841a(1) a dissolved corporation may notify its existing claimants in writing, and a notice it chooses to give must state a claim deadline that cannot be less than 6 months from the notice's effective date, along with a warning that a late claim is barred. Under MCL 450.1842a a dissolved corporation may also publish notice once, in a newspaper of general circulation in the county where its principal or last registered office sits, barring claims not sued on within 1 year of the publication date. The consequence of using neither is the part worth planning around: Michigan sets no fallback bar date and no survival window measured in years, and MCL 450.1834 keeps the corporation able to sue and be sued in its own name as if dissolution had not occurred. MCL 450.1855a lets the board skip making provision only for a liability already barred under those two sections.

Question 7

Does a Michigan Certificate of Dissolution have to be notarized?

Accepted Answer

No. Neither Michigan dissolution form carries a notary block, an acknowledgment, a jurat, a seal line or a penalty-of-perjury declaration. Form CSCL/CD 531 instruction 6 says the certificate must be signed by an authorized officer or agent, and the signature line repeats that wording. The before-commencement sheet differs on the signer: CSCL/CD 530 instruction 7 calls for the signatures of a majority of the incorporators or directors. Timing is set by MCL 450.1131(6), under which a filed document is effective when LARA endorses it unless the document itself names a later effective time no more than 90 days after delivery, and the form header prints the same 90-day rule. Curiously, the sworn document in this process is the tax one: Treasury form 5156 is signed under penalty of perjury, while the corporate filing is not.

Question 8

Can a Michigan corporation that never started business use a shorter dissolution route?

Accepted Answer

Yes, if it genuinely never got going. MCL 450.1803(1) opens the incorporator-or-director route to a corporation that has not commenced business, has issued no shares, has no debts or other liabilities, and has either received no payments on share subscriptions or returned them less any part disbursed for expenses. Form CSCL/CD 530 is the sheet for it, and its instruction 5 says a tax clearance from the Michigan Department of Treasury is not required for that form of dissolution, which is the one place in this process where the 60-day clock drops away entirely. Two caveats. The fee is still ten dollars ($10) rather than a reduced one. And Michigan attaches no deadline to the route, so unlike states that shut a short-form window a set number of months after incorporation, the test here is purely what the corporation did, not how long ago it was formed.

Michigan Articles of Dissolution

Find out where you stand in Michigan

Introduction

Key Things to Know

Key decisions before you file

Customize your Articles of Dissolution Template with DocDraft

Michigan Requirements for Articles of Dissolution

Treasury Clearance Requested Within 60 Days After Filing

No Clearance Attached, and a Tax Penalty If You Skip It

Form CSCL/CD 531, or CSCL/CD 530 Before Commencement

Attorney General Consent Is a Nonprofit Rule, Not Yours

Ten Dollar Fee, Nonrefundable, With Separate Expedited Tiers

Majority of the Outstanding Shares Entitled to Vote

Creditor Notice Is Elective and Post-Dissolution Only

Signed Not Notarized, and Revocable on Form CSCL/CD 533

Frequently Asked Questions