Michigan Foreign LLC Registration (How-to Guide)

Registering a Michigan foreign LLC here can open new doors, but the process can be tricky.

Don’t worry!

This guide simplifies each step, making it easy to start.

Michigan Foreign LLC Requirements

1. Michigan Registered Agent

Your LLC must have a registered agent in Michigan. This person or business entity agrees to accept legal and tax documents for your LLC. You can be your registered agent if you live and have a street address in Michigan or use a friend or family member as your registered agent.

However, I recommend using a professional registered agent service. This keeps your address private on registration documents and is generally a safer option.

2. Certificate of Authority

To legally conduct business in Michigan, you must file an Application for a Certificate of Authority to Transact Business in Michigan with the Department of Licensing and Regulatory Affairs (LARA). This crucial document officially registers your LLC to operate within the state.

The application will require the following information:

• LLC Name: Your LLC’s legal name is registered in its home state. If the name is already in use in Michigan, you may need to choose an alternative name for use within the state.
• Home State: The state or jurisdiction where your LLC was originally formed.
• Date of Formation: Your LLC was officially formed in its home state.
• Registered Office Address: The Michigan address where your registered agent is located.
• Principal Office Address: The main business address of your LLC.
• Details of Members or Managers: Names and addresses of the LLC’s members or managers, depending on your management structure.

Once the application is complete, you must submit it with the $50 filing fee to LARA.

You can mail your application to the following address:

Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
P.O. Box 30054
Lansing, MI 48909

You can also file it in person at the following address:

2407 N Grand River Ave
Lansing, MI 48906

Approval of this application allows your LLC to operate in Michigan legally and provides a foundation for maintaining good standing within the state.

3. Certificate of Good Standing

You must provide a Certificate of Good Standing (or equivalent document) from the state where your LLC was originally formed. This document proves that your LLC complies with the laws of that state.

4. Michigan LLC Annual Reports

After registering, your LLC must file an annual report with the state of Michigan. This keeps your registration current and updates any LLC information changes.

5. Business Licenses and Permits (optional)

Depending on the nature of your business, you may need to obtain specific licenses and permits to operate legally in Michigan. Some standard licenses and permits include a Michigan Sales Tax License, a Michigan Business License, and a Michigan Professional License. You can obtain these licenses and permits from the Michigan Department of Licensing and Regulatory Affairs or the appropriate state agency.

How to Register a Foreign LLC in Michigan State

You’ve seen what it’s involved – now it’s time…

Step 1. Search and Select Your Business Name

First, ensure that your LLC’s name is available in Michigan. You can do this by conducting a business name search through the Michigan Department of Licensing and Regulatory Affairs (LARA) website here.

If your LLC’s name is already used in Michigan, you must select a different name for operating within the state. It’s important to have a unique and compliant business name to avoid legal issues or delays in the registration process.

Step 2. Appointing a Michigan Registered Agent (I use Northwest)

Next, appoint a registered agent in Michigan. As I highlighted earlier, a registered agent is responsible for receiving legal documents and official notices on behalf of your LLC. You can act as your registered agent if you have a physical address in Michigan, or you can designate someone else.

However, using a professional registered agent service is often the best choice.

They ensure privacy, as their address will be listed on public documents, and it provides peace of mind knowing that important documents will be handled professionally and promptly.

I opted for Northwest Registered Agent for this role because of its reputation, affordability, privacy, reliability, and trustworthiness.

Read my Northwest Registered Agent Review here.

Step 3. Obtain a Certificate of Good Standing

Before registering your foreign LLC in Michigan, you must obtain a Certificate of Good Standing (or a similar document) from the state where your LLC was originally formed.

This certificate confirms that your LLC complies with state laws and is authorized to do business. To request this document, contact your home state’s Secretary of State or equivalent authority.

Step 4. Apply for a Certificate of Authority

To officially register your foreign LLC in Michigan, you must apply for a Certificate of Authority to Transact Business in Michigan with LARA. This application requires detailed information about your LLC, including:

• LLC name
• LLC name in Michigan (if your LLC’s name is taken in Michigan)
• Home State
• Date of formation
• The address of your Michigan registered agent (and their name)
• The type of business your LLC will do in Michigan

Along with the application, you must pay a $50 filing fee. This step is crucial as it grants your LLC the legal right to operate in Michigan. Provide the required information thoroughly and accurately to avoid any delays.

There are also expedited filing fees (24 hours, Same day, 2 hours, and 1 hour) if you’d prefer to have your certificate on the same day. But I do not think it’s necessary because it only takes 24 hours after paying $50 and submitting your application.

Step 5. Receive Your Certificate of Authority

Once you’ve submitted your application and paid the fee, the Michigan Department of Licensing and Regulatory Affairs (LARA) will process your request. If you file your application online, you’ll receive an email confirmation.

For paper filings, LARA will keep a copy of your application for their records and mail the original document back to you.

How long does this take?

Processing times vary: online and in-person filings typically take about ten days. If you need faster confirmation, you can pay an additional $50 to expedite the process, which will get your Certificate of Authority in about 24 hours. Although mailed filings may take two weeks or longer to process.

Registration Fee – How Much Does a Foreign LLC in Michigan Cost?

To register a foreign LLC in Michigan, you must pay a $50 filing fee for the Application for Certificate of Authority. This fee is required when you submit your application to the Michigan Department of Licensing and Regulatory Affairs (LARA).

If you need faster processing, you have several expedited options. For an additional $50, your application can be processed in about 24 hours. If you need even quicker service, you can choose same-day expedited processing: $100 for same-day service, $500 for two-hour same-day service, or $1,000 for one-hour same-day service. Attach the Expedited Service Request form to your application to request expedited processing.

Additionally, if you decide to use a professional registered agent service, there will be an extra cost. Registered agent fees vary – from $200 up to $1000. But my favorite registered agent costs less than $100. Click here.

Do I need to file Michigan Articles of Organization for my foreign LLC?

No, you do not need to file Michigan Articles of Organization for a foreign LLC. The Articles of Organization are used to create a new LLC in Michigan, but since your LLC is already formed in another state and is just seeking to do business in Michigan, you will not need to file them.

Instead, you must file an Application for a Certificate of Authority to Transact Business in Michigan. This application allows your foreign LLC to operate legally in Michigan. Along with this application, you must provide a Certificate of Good Standing from your home state, appoint a Michigan registered agent, and pay the applicable fees.

How are Foreign Entity LLCs in Michigan taxed?

Your Michigan foreign LLC will be subject to Michigan taxes, just like any LLC in the state. By default, LLCs are taxed as pass-through entities. This means that the LLC generally does not pay federal income taxes; the members report their share of the LLC’s earnings as income on their tax returns.

However, there are several specific taxes your foreign LLC may encounter in Michigan:

• Michigan Corporate Income Tax: If your foreign LLC is classified as a corporation for federal tax purposes, it is subject to Michigan’s Corporate Income Tax (CIT). The CIT is a flat 6.0% tax on gross receipts.
• Michigan Sales and Use Tax: If your LLC sells goods or services in Michigan, you may need to collect and remit Michigan Sales Tax, which is currently 6.0%. Use tax may also apply on out-of-state purchases used in Michigan.
• Michigan Business Taxes: Depending on where it operates, your LLC may also need to pay the Michigan Annual Report fee and be subject to local taxes.
• Employee Taxes: If your LLC has employees in Michigan, you must withhold Michigan income tax from their wages and pay Michigan unemployment insurance tax. This involves registering for a Michigan withholding tax account with the Michigan Department of Treasury.
• Property Taxes: Owning or leasing property in Michigan may subject your LLC to local property taxes.

While the LLC usually doesn’t pay income taxes, compliance with these state-specific taxes is crucial.

FAQs on Michigan Foreign LLC Registration

Can I be my own registered agent for my Michigan LLC?

Yes, you can be your own registered agent for your Michigan LLC if you have a physical address in Michigan and are available during normal business hours to receive legal documents and official correspondence. However, many business owners hire a professional registered agent to maintain privacy and ensure that documents are handled promptly.

Why hire a Michigan registered agent service?

Hiring a Michigan registered agent service provides several advantages. A professional registered agent ensures that your legal documents and official correspondence are handled efficiently and confidentially. It also lets you keep your address private and ensures that you meet Michigan’s legal requirements for having a registered agent available during business hours.

How can I withdraw my Michigan foreign LLC?

To withdraw your Michigan foreign LLC, you must file a Certificate of Withdrawal with the Michigan Department of Licensing and Regulatory Affairs (LARA). This document formally notifies the state that your LLC will no longer conduct business in Michigan. You may also need to settle any outstanding taxes or fees before processing your withdrawal.

Is a physical presence required in Michigan to form an LLC as a foreigner?

No, a physical presence in Michigan is not required to form an LLC as a foreigner. However, you must have a registered agent with a physical address in Michigan who can accept legal documents on your behalf. The registered agent ensures that your LLC complies with Michigan’s legal requirements even if you are not physically located there.

How do I amend a foreign LLC in Michigan?

To amend a foreign LLC in Michigan, you must file an amended Application for Certificate of Authority with the Michigan Department of Licensing and Regulatory Affairs (LARA). This updates information such as the LLC’s name, address, or registered agent. You may also need to provide additional documentation or pay a fee, depending on the nature of the amendment.

What does it mean to do business in Michigan?

“Doing business” in Michigan generally means having a physical presence or significant economic activity in the state. This can include having employees, owning or leasing property, or regularly engaging in business transactions within Michigan.

Does a foreign LLC have to file an annual report in Michigan?

A foreign LLC must file an annual report with the Michigan Department of Licensing and Regulatory Affairs (LARA). The annual report keeps your LLC’s information current and helps ensure your business remains in good standing with the state. The report is due on February 15th of each year and costs $25 to file. Failure to file the report on time may result in penalties or suspending your LLC’s authority to do business in Michigan.