Michigan Certificate of Authority for Foreign Corporation



A Michigan Certificate of Authority (MCOA) is required for businesses operating within Michigan. This includes corporations, limited liability companies, partnerships, sole proprietorships, trusts, and unincorporated associations. An MCOA is similar to a Delaware certificate of incorporation; however, it does not require filing fees or corporate formalities such as board meetings.

Appointing a registered agent ensures that the business receives mail sent to the address listed on the registration form. The post office cannot forward mail addressed to the business if no one is appointed as a registered agent.

What is a certificate of authority in Michigan?

A Michigan certificate of authority is required for companies that want to do business in Michigan. This legal document authorizes individuals or businesses to represent themselves legally in the state.

Companies must obtain a Michigan certificate if they want to work in Michigan. The Michigan Department of Licensure & Regulation provides information about how to apply for a Michigan certificate of authority.

How Important to have a certificate of authority?

A certificate of authority is required to establish an office or physical location where you are hiring employees who live outside of the United States. You cannot operate without one. If you are opening an office or physical location, you must obtain a certificate of authority from licensing authorities in the state(s) where you intend to conduct business. This includes states where you plan to employ people.

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Before beginning a contract or a new project in a new state or territory, you must apply for the appropriate certificate of authority. Once your application is approved, you will receive a letter stating that you are authorized to conduct business in that state or territory.

If you plan to use a bank account or financial institution in another state, you must apply to that bank or financial institution for authorization to transact business there.

Where do I get a Michigan certificate of authority?

Appointing a registered agent—a person you designate to receive legal notices on your behalf—is necessary to file your application. You must submit your documents within 30 days of submitting the application. If there are errors in your papers, it could lead to your application being rejected.


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For Foreign Corporations:

Michigan does not require a certificate or registration for foreign corporations. In fact, there is no requirement to file any documents with the Secretary Of State. This includes annual reports, filings or audits.

There is no requirement to file a document with the Secretary of State if the corporation is incorporated in another state. If you are included in another state, you must register your Michigan corporation with the secretary of state. You must also obtain a Certificate of Authority (CA). A CA is required in order to do business in Michigan.

The process of registering a Michigan Corporation is relatively simple. You simply fill out a form online. Once registered, you will receive a confirmation email. You must print it off and keep it on hand. You must sign and date it within 30 days of receiving the email. After signing and dating, you mail the signed and dated copy to the Secretary of State. You don’t need to pay anything to register your corporation.

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For Foreign Limited Liability Companies:

A foreign limited liability company (LLC) must apply with the state department of revenue (LARA) if it wants to transact some form of business in Michigan. In addition, an LLC must pay fees to file its registration with LARA. There is no requirement to seek a certificate of authority before registering with LARA.

The following are examples of transactions where a foreign LLC must file an annual report with LARA:

• Selling goods or providing services in Michigan;

• Receiving income from sources within Michigan;

• Transacting business in Michigan;

• Paying taxes in Michigan;

• Holding property in Michigan;

For Foreign Nonprofit Corporations:

Michigan law allows foreign nonprofit corporations (FNCs) to transact business or conduct activities in Michigan without having a Certificate of Authority (CA) if certain conditions are met, including if the FNC meets one of the following criteria:

1. Is organized exclusively for charitable, educational, religious, or scientific purposes;

2. Is operated exclusively for those purposes;

3. Has no shareholders

4. Does not engage in lobbying or electioneering;

5. Does not solicit funds for personal use;

6. Does not make contributions or loans to candidates for public office or political parties; Foreign Professional Corporations:

This form must be submitted to the Michigan Secretary of State’s Office for review and approval before business or transacting affairs within Michigan. Upon approval, the applicant will receive a Certificate of Authority to do business or transact affairs in Michigan.

The following documents are required to obtain a Certificate of Authority:

1. Application Form;

2. $25 filing fee;

3. A completed Affidavit of Compliance;

4. An executed Agreement to Comply With Statutory Requirements;

5. Two copies of each document listed above;

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6. One copy of the corporate seal;

7. Any additional documentation requested by the Secretary of State.Foreign Limited Partnerships:

Michigan will now allow foreign limited partnerships to conduct business in the state. This includes those registered in another state. The law goes into effect July 1.

A foreign limited partnership must register in Michigan before conducting business in the state. There is no fee for registration. However, fees are associated with filing documents with the Secretary of State’s office.

The Michigan Bureau of Corporations & Commerce says it does not track how many foreign limited partnerships operate within the state. But according to data collected by the National Venture Capital Association, about 30 states do not require foreign limited partnerships to file annual reports with their respective states.



Frequently Asked Questions

What is a registered agent?

A registered agent is someone who receives mail on your behalf. This person must accept legal documents like court papers, notices, etc.

If you are selling real estate, it is essential that your sales contract includes a provision stating that the buyer’s attorney will serve notice upon your registered agent. If you don’t have this term in your contract, the buyer could claim that he didn’t receive proper notice.

Does it need to be an original copy?

Yes, but there is no requirement as to where it should be filed. It can be sent via fax, email, regular mail, or even hand-delivered.

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