Businesses that form or change the legal structure of their organization must file an annual report with the Michigan Secretary of State. This document includes basic financial statements and provides information about the entity’s owners, directors, managers, officers and shareholders. In addition, it lists the names of registered agents and addresses where corporate records are kept.
There are three types of entities: Limited Liability Companies (LLCs), Domestic Nonprofit Organizations (DNOs), and Foreign Nongovernmental Entities (NGO).
For LLCs, there are two main filing requirements:
• An operating agreement
• A certificate of good standing
An operating agreement is a contract governing how members manage the affairs of the LLC. For example, it might specify whether the manager is elected annually or every six months, what authority the manager has over the operations of the LLC, and how much money the LLC needs to pay out to members.
A certificate of good standing is proof that the LLC has been properly formed and is eligible to conduct business in the state. If you don’t already know the name of your LLC, you’ll need to find it online. You can do this by searching for “registering an LLC,” or simply go to www.michiganbusinesslicense.com/llc_search.php.
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Deadlines of Annual Report
An LLC needs to file an Annual Statement every year. A Corporation needs to file an annual Report every year. Nonprofits incorporate under different rules than for-profit Corporations. Nonprofit Corporations must file their annual Reports within 10 days of each fiscal year’s end. A Nonprofit Corporation that Files Late or Fails to File at All Will Lose Its Corporate Status and Cease To Exist.
Annual Report Requirements & Fees
Limited Liability Companies (LLC) are required to file an annual report with the state of Michigan every year. These filings include information about the company’s owners, directors, officers, shareholders, members, managers, employees, agents, partners, affiliates, subsidiaries, predecessors, successors, assigns, trustees, attorneys, accountants, auditors, representatives, and insurers.
Fees and requirements depend on whether or not the LLC is a professional limited liability companies (PLLC). If it is a PLLC, filing fees are $200 per person, plus $50 for each additional person listed on the form. This fee does not apply to corporations or partnerships.
If the LLC is not a PLLC, the filing fee is $100 per person, plus $25 for each additional person listed.
Corporation Fees
Nonprofit organizations are required to file an annual return with the IRS. This includes information about the organization’s purpose, members, assets, income and expenses. If you’re a corporation, you’ll want to file a Form 990-NPT, Annual Return/Report of Foreign Person. Businesses must file quarterly returns, including a Schedule K-1 form for shareholders. These forms include information such as shareholder equity, net worth, profits, losses and dividends paid out.
How to File an Annual Report in Michigan
The state of Michigan requires you to file an annual report every year. Businesses must file either electronically or on paper. If you choose to use paper, you must send it via registered mail. You must include certain information about the corporation such as name, address, date incorporated, type of entity, and principal place of business. In addition, you must provide the following information:
Most business entities filing their annual reports after the deadline must pay a late filing penalty. This includes corporations and limited liability companies. If you fail to file your report within the due date, you could fall out of good standing with the state of Michigan. You could lose certain tax benefits if you do not maintain good standing. You could even face criminal charges.
Failure to File an Annual Report After Two Consecutive Years Results in Company Falling Out of Good Standing With the State of Michigan
To restore Good Standing, LLC’s must submit certificates of restoration of good standing, while corporations must submit certificates of renewal of corporate existence. These documents include information about the entity’s name, address, principal place of business, and registered agent. They must also include proof that the entity has been restored to good standing.
Certificates of Restoration of Goods Standing Must Include Information About Entity Name, Address, Principal Place of Business, Registered Agent
In addition, there are penalties for failing to comply with the requirements of the law. For example, failure to file an annual report within the prescribed period of time can lead to fines up to $10,000 per day. In addition, the person responsible for filing the document could be fined up to $100 per day. Criminal penalties exist for individuals who knowingly fail to file an annual report.Compliance Filings for Michigan
An annual report is just one of many compliance filing requirements that businesses in Michigan must follow. Other items include maintaining a registered agent for service and keeping records. Here are some additional filings you’ll likely encounter during your business life in Michigan.
1. Registered Agent – Every entity needs a representative to accept legal documents like contracts and court papers. This person is called a “registered agent.” You’ll find the information for your registered agent in the state’s Secretary of State office if you’re incorporated. You can register online.
2. Certificate of Amendment – An LLC or corporation must amend its articles of organization if it changes anything about its purpose, duration, or corporate structure. For example, if you decide to expand into a second location, you’ll need to update the articles.
3. Restated Articles of Organization – An LLC must file a restated article of an organization if it wants to change its name, purpose, duration or organizational structure.
4. Merger Certificate – Two companies merging must file a merger certificate. This document includes the names of both corporations and states and whether there’s been a merger agreement signed.
5. Certificate of Dissolution – An LLC must file for dissolution if it no longer exists.
6. Restated Articles of Incorporation – An LLC or corporation wishing to incorporate must file a restated article of incorporation if it wants to change anything about its name, purpose, or duration.
Frequently Asked Questions
Where to Get the LLC Renewal Form?
You can get the form from our website at www.michiganllc.com/renewals.html. The form will be available on the home page as soon as we receive it.
How Much Does It Cost to Start an LLC in Michigan?
Starting a business is expensive. The cost of forming and operating your new company can be high, but it’s also important to remember that the initial startup costs are just one part of what you need to pay for when starting a business.
James Rourke is a business and legal writer. He has written extensively on subjects such as contract law, company law, and intellectual property. His work has been featured in publications such as The Times, The Guardian, and Forbes. When he’s not writing, James enjoys spending time with his family and playing golf.
