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
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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.
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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).
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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).
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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).
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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.
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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).
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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
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.
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).
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).
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).
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).
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.
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.
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
In Michigan, articles of incorporation are the founding document you file with the Department of Licensing and Regulatory Affairs (LARA) to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation's debts. A profit corporation is formed by filing the Articles of Incorporation (Form CSCL/CD-500), which set out the corporation's name, its purposes, its resident agent and registered office, and the number of shares it has authority to issue (MCL 450.1202).
In Michigan, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock and files Form CSCL/CD-500 with LARA. Articles of organization create a limited liability company (LLC), which has members instead of shareholders and issues no stock. Both are filed with the Michigan Department of Licensing and Regulatory Affairs and both form a separate legal entity, but they create different kinds of entities under different parts of Michigan law. Choose the one that matches the entity you want.
You file the Articles of Incorporation (Form CSCL/CD-500) with the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division. The total fee is $60: a $10 articles filing fee (MCL 450.2060) plus a $50 organization fee for a corporation with 60,000 or fewer authorized shares (MCL 450.2062). The organization fee rises for larger share counts. Once LARA files the articles, the corporation legally exists in Michigan.
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 the name of its resident agent and the address of its registered office in Michigan (MCL 450.1202). If the shares are divided into classes or series, the articles must state the designation, number, and relative rights of each. The incorporator signs the articles.
The resident agent named in Michigan articles of incorporation must have a registered office address in Michigan and agree to accept legal papers for the corporation. The agent can be an individual who resides in Michigan or a business entity authorized to do business in the state, with a Michigan street address for the registered office. A Michigan corporation must continuously maintain a resident agent so the state and the public can serve documents on it (MCL 450.1241).
No. Michigan does not impose a recurring corporate franchise tax on general business corporations, so there is no flat minimum entity tax like California's $800. Instead, Michigan levies a Corporate Income Tax collected by the Department of Treasury on the corporation's taxable income. This is a tax rule, not tax advice, so confirm how the Corporate Income Tax applies to your corporation with the Department of Treasury or a tax professional.
Every Michigan corporation must file an annual report with the Department of Licensing and Regulatory Affairs no later than May 15 each year (MCL 450.1911). The annual report fee is $25 before October 1, 2027, and $15 if paid after September 30, 2027 (MCL 450.2060). The report updates the state on the corporation's resident agent, registered office, officers, and directors, and filing on time keeps the corporation in good standing.
In Michigan, articles of incorporation are the short public document you file with LARA to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Michigan articles to exist as a corporation and the bylaws to govern it day to day.