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Michigan Articles of Incorporation

Michigan articles of incorporation form a corporation by filing Form CSCL/CD-500 with LARA for $60, setting the name, purpose, resident agent, and shares. Attorney review available.

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Introduction

In Michigan a profit corporation is brought into existence as a separate legal entity by filing its articles of incorporation on Form CSCL/CD-500 with the Department of Licensing and Regulatory Affairs (LARA), Corporations Division. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. Michigan law requires the articles to contain the corporation's name, the purposes for which it is formed, the aggregate number of shares it has authority to issue, and its resident agent and registered office in Michigan (MCL 450.1202). The total fee to file is $60: a $10 articles fee (MCL 450.2060) plus a $50 organization fee for 60,000 or fewer authorized shares (MCL 450.2062). After the corporation is formed, Michigan does not charge a recurring corporate franchise tax; instead the state levies a Corporate Income Tax collected by the Department of Treasury, and there is no flat minimum entity tax. Every Michigan corporation must file an annual report with LARA no later than May 15 each year (MCL 450.1911); the annual report fee is $25 before October 1, 2027, and $15 after that (MCL 450.2060). DocDraft builds your Michigan articles of incorporation from your facts, with attorney review available before you file.

Key Things to Know

  1. 1

    Michigan forms a profit corporation on Form CSCL/CD-500, the articles of incorporation that create the business as a separate legal entity when filed with LARA.

  2. 2

    You file the articles with the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division, and pay a $60 total fee: a $10 articles fee (MCL 450.2060) plus a $50 organization fee for 60,000 or fewer authorized shares (MCL 450.2062).

  3. 3

    Michigan requires the articles to contain the corporation's name, the purposes for which it is formed, the aggregate number of shares it has authority to issue, and its resident agent and registered office in Michigan (MCL 450.1202).

  4. 4

    The articles must name a resident agent and a registered office address in Michigan; the corporation must continuously maintain a resident agent in the state to receive legal papers (MCL 450.1202, 450.1241).

  5. 5

    Michigan does not charge a recurring corporate franchise tax. The state levies a Corporate Income Tax collected by the Department of Treasury on the corporation's taxable income, and there is no flat minimum entity tax like California's $800.

  6. 6

    Every Michigan corporation must file an annual report with LARA no later than May 15 each year (MCL 450.1911). The annual report fee is $25 before October 1, 2027, and $15 after that date (MCL 450.2060).

  7. 7

    Articles of incorporation form a corporation. To form a Michigan limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.

Key decisions before you file

Before you file a Articles of Incorporation in Michigan, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.

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Michigan Requirements for Articles of Incorporation

  • File Form CSCL/CD-500 With LARA

    A Michigan profit corporation is formed by filing the Articles of Incorporation (Form CSCL/CD-500) with the Department of Licensing and Regulatory Affairs (LARA), Corporations Division. The total fee is $60: a $10 articles fee plus a $50 organization fee for 60,000 or fewer authorized shares. The corporation legally exists once LARA files the articles.

  • Corporate Name With a Designator

    The corporation name in the articles must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must be distinguishable from other entities on file with the Michigan Department of Licensing and Regulatory Affairs (MCL 450.1202).

  • Statement of Purpose

    Michigan articles state the purposes for which the corporation is formed. It is sufficient to state that the corporation may engage in any activity within the purposes for which a corporation may be formed under the Michigan Business Corporation Act (MCL 450.1202).

  • Resident Agent and Registered Office

    The articles must name an initial resident agent and a registered office address in Michigan. The corporation must continuously maintain a resident agent in the state to receive legal papers (MCL 450.1202, 450.1241).

  • Authorized Shares

    The articles must state the aggregate number of shares the corporation has authority to issue. If the shares are divided into classes or series, the articles must state the designation, number, and relative rights of each class or series (MCL 450.1202).

  • Annual Report Due May 15

    Every Michigan corporation must file an annual report with LARA no later than May 15 each year (MCL 450.1911). The annual report fee is $25 before October 1, 2027, and $15 after that date (MCL 450.2060). The report reports the resident agent, registered office, officers, and directors.

  • No Corporate Franchise Tax

    Michigan does not impose a recurring corporate franchise tax on general business corporations, so there is no flat minimum entity tax. The state levies a Corporate Income Tax collected by the Department of Treasury on the corporation taxable income. Confirm how it applies with the Department of Treasury or a tax professional.

  • Corporation Versus LLC

    Articles of incorporation form a corporation. To form a Michigan limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.

Frequently Asked Questions