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LeapLaw's 50 State Blawg  > Michigan
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National Service Information, Inc.
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Premier Corporate Services, Inc.
Premier Corporate Services, Inc.
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www.premiercorp.com
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Search posts for:

Basics Box: Michigan
Dept. of Labor & Economic Growth
Status Search
Forms
  • Fax File:
  • UCC: No
    Corporate: Yes
  • E File:
  • UCC: Yes
    Corporate: No
  • Expedited Services:
  • UCC: (efile)
    Corporate: Yes; 24 hr: $50 for formation/qual docs; $100 for exisiting entities; Same Day: $100 for formation/qual docs; $200 for existing entities; Two Hour: $500; One Hour: $1000
  • Name Reservations:
  • Yes; 6 months.
  • Preclearance:
  • Yes
    Apostilles and Authentications (Michigan)
    Contact Information for Michigan Bureau of Commercial Services
    Domestic Corporate Dissolution Summary (Michigan)
    Domestic Corporation Summary (Michigan)
    Electronic Filing - Michigan ELF
    Expedited Services (Michigan)
    Foreign Qualification Summary (Michigan)
    LLC - Formation Summary (Michigan)
    UCC Filings (Michigan)
    Viewing Images (Michigan)

    Apostilles and Authentications (Michigan)
    The Michigan Department of State (MI DOS) provides apostilles and authentications. All signatures must be original, and all dates must follow in chronological order on all prior certifications.

    The country where the document will be delivered must be provided.

    Fee: $1.00 per document.

    Turnaround Time: If mailing the document, the turnaround time can be 1-2 weeks. Using a service company can expedite the process signficantly.

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the MI SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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    Contact Information for Michigan Bureau of Commercial Services
    Corporation Division

    Michigan Department of Labor & Economic Growth
    Bureau of Commercial Services
    Corporation Division
    7150 Harris Drive
    P.O. Box 30054
    Lansing, MI 48909-7554

    Office is located at: 2501 Woodlake Circle Okemos, MI

    Telephone: (517) 241-6470

    Mich-ELF Fax Service 517.636.6437

    Mich-Elf Fax Services Problem Calls: 517.241.6470

    Email: bcsinfo@michigan.gov

    UCC Unit

    Michigan Department of State
    UCC Unit
    Lansing, MI 48918

    Office location address: 7064 Crowner Drive Dimondale, MI 48821

    UCC Ph: 517.322.1144

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    Domestic Corporate Dissolution Summary (Michigan)
    Pursuant to Michigan Business Corporation Act (Mich. Corp. Laws Ann. 450.1101 et seq.) to successfully dissolve a Michigan corporation:

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.

    After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or by written consent; or by unanimous written consent of all shareholders entitled to vote.

    Tax Clearance:
    The corporation must request a tax clearance from the Michigan Department of Treasury within 60 days of filing the Certification of Dissolution.

    NOTE: You do not need to wait for tax clearance in order to file the Certificate of Dissolution and a tax clearance is NOT required if business has not been commenced.

    Certificate of Dissolution
    If business has been commenced, use Certificate of Dissolution:. If business has NOT commenced, use Certificate of Dissolution. The certificate is signed by a corporate officer and the original is filed with the Michigan Bureau of Commercial Services (MI Bureau).

    Administrative Dissolution:
    A corporation may automatically be dissolved on July 15, three years after the last annual report is filed. After dissolution occurs, the corporation may notify its creditors and wind up its corporate affairs. Before assets are distributed to shareholders, the corporation must pay or make provisions for its debts, obligations and liabilities.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Michigan)
    Pursuant to the Michigan Business Corporation Act (Mich. Corp. Laws Ann. 450.1101 et seq.), a corporation incorporating in Michigan files Articles of Incorporation with the Michigan Bureau of Commercial Services (MI Bureau).

    Corporate Name: The corporate name must contain "corporation" "company" "incorporated" "limited".

    Maximum Stock for Minimum Filing Fee: 60,000 shares with or w/o par value for min. filing fee.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: There is no minimum amount of paid in capital required to commence business.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Denied unless specifically granted.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Michigan.

    Filing: Submit one executed original of the articles of incorporation to the MI Bureau.

    Filing Fee: $60.00 if stock is 60,000 shares or less.

    1-60,000 $50.00
    60,001-1,000,000 $100.00
    1,000,001-5,000,000 $300.00
    5,000,001-10,000,000 $500.00
    More than 10,000,000 $500.00 for first 10,000,000 plus $1000.00 for each additional 10,000,000, or portion thereof

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Electronic Filing - Michigan ELF
    Michigan's electronic filing system (MICH-ELF) allows all corporate documents, other than the annual reports, to be filed electronically via a fax machine, 24/7.

    Documents are reviewed during regular hours, 8:00 a.m. to 5:00 p.m. Monday through Friday (excluding holidays) and returned within 48 hours via fax to the fax number provided by filer on the Mich-Elf application.

    More Information

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    Expedited Services (Michigan)
    Expedited services are available in MI at four levels - 24 hour, same day, 2 hours and 1 hour.

    More Information
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    Foreign Qualification Summary (Michigan)
    Pursuant to the Michigan Business Corporation Act (Mich. Corp. Laws Ann. 450.2001 et seq.), a foreign corporation may not transact business in Michigan until it files an Application for Certificate of Authority with the Michigan Bureau of Commercial Services (MI Bureau).

    Name of Corporation: Name must contain "corporation" "company" "incorporated" "limited".

    Name Conflict: If a foreign corporation's name is not available due to a conflict, the company may add to its name any word, abbreviation or other distinctive element, or alternatively, adopting an assumed name for use in MI.

    Good Standing Certificate: An original certificate of the corporation's good standing issued from its domestic state, dated no more than 30 days earlier, must be attached to the Application for Certificate of Authority.

    Officers and Directors: A list of officers and directors with addresses is required.

    Stock Information: Corporate stock information is required and taxes are based on attributable shares. 60,000 shares will be considered initially attributable to Michigan. If shares attributable to Michigan increase to over 60,000, or are subsequently changed, the corporation shall file an amended application in accordance with Section 1021. To determine the total authorized shares attributable to Michigan, multiply the total authorized shares by the most recent apportionment percentage from the
    Michigan Single Business Tax return.

    Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the MI Bureau.

    Filing fee: $60.00

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC - Formation Summary (Michigan)
    Pursuant to the Michigan Limited Liability Company Act, (Mich. Corp. Laws Ann. 450.1101 et seq.), a limited liability company forming in Michigan files Articles of Organization with the Michigan Bureau of Commercial Services (MI Bureau).

    LLC Name: The LLC name must contain "limited liability company" "L.L.C." "L.C." "LC" or "LLC".

    No. of Members: The LLC may have 1 member.

    Execution and Filing: Signed by "organizer(s)". Submit original to the MI Bureau.

    Filing Fee: $50.00, payable to the State of Michigan. Include the name of the LLC on the check or money order.

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • UCC Filings (Michigan)
    UCC financing statements are filed with the Michigan Dept. of State. Fixture filings are made in the county recorders office where the mortgage is recorded.

    Online Filing: Filings may be filed online at the MI Department of State.


    UCC Filings, Generally


    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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    Viewing Images (Michigan)
    Images of filed documents may be viewed at the MI SOS web site. To view the information and images, search using Business Entity Search. If you know the ID number (the six digit number assigned by this office), select "search by file number". Otherwise, search by the company name.

    Once the record is located, click on "images available". To view a particular document, select the camera icon for that document. If you have trouble viewing and/or printing the image, go to the "Help Menu" for further instructions.
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