How To Incorporate In Michigan
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1. Choose a Name for Your Michigan Corporation
Check on Available Names in Michigan: When you decide to incorporate your small business in Michigan, you need to choose a name for your corporation. You need to choose a name that is not in use by another corporation. You should do a thorough search of online and other records to find out if the name that you have chosen for your corporation is not already being used by another corporation. You can search the Michigan Corporation Division database online at New Michigan Corporation. To read other guidelines on choosing a corporate name in Michigan, go to Michigan Corporation.
Reserve a Corporate Name: It is not required to reserve a name before you file Articles of Incorporation, but if you would like to reserve a particular name before you file, you can submit an application to the Corporations Division. To download the form online, go to Reserve a Michigan Corporation Name and click on “Reservation of Name.” The filing fee is $10.00 and the name will be reserved for a period of 90 days.
Filing Trademarks and Doing a Corporate Name Search: It is important to recognize that although the name that you choose for your corporation might not be in use by another corporation in the state of Michigan, it is possible that another corporation in another state could be using the same name. You might run into restrictions regarding your use of the name. It is best to consult an attorney when you are forming your corporation to learn what these restrictions may be and how you can take steps to trademark the name that you choose for your corporation.
Michigan Corporate Name Requirements: The name that you choose for your corporation must include the word “corporation,” “incorporated,” “limited,” “company” or an abbreviation of one of these words such as “Co,” “Inc.,” or “Ltd.”
2. Find a Registered Agent in Michigan
After you choose a name for your corporation, you need to choose a registered agent in order to incorporate your small business in Michigan. A registered agent acts as an agent for service of process. The registered agent that you indicate will receive all legal and tax documents on behalf of your corporation. You may choose an adult resident of Michigan or a corporation as your registered agent, but your corporation cannot serve as its own registered agent.
3. File Articles of Incorporation with the Michigan Secretary of State
Minimum Requirements: You need to file Articles of Incorporation with the Secretary of State in order to incorporate your small business. This document must include your corporate name, the purpose of your corporation, the address of your main registered office, the number of shares that your corporation is authorized to issue, the name and address of your registered agent, and the name and address of each incorporator. The Articles of Incorporation needs to be signed by each of the incorporators as well as the registered agent. You can find and download the form online at File a Michigan Corporation by clicking on “500 – Articles of Incorporation – For profit.”
Other Michigan Legal Provisions: You should consider including additional articles to your Articles of Incorporation. It is a good idea to consult an attorney when you are preparing the Articles of Incorporation document to determine what additional legal provisions are appropriate for your company.
Where to Submit Form: You can submit the completed Articles of Incorporation document and payment by mail to Michigan Department of Licensing and Regulatory Affairs, Bureau of Commercial Services, Corporation Division, P.O. Box 30054, Lansing, MI 48909. If you prefer to submit the document in person, you should go to 2501 Woodlake Circle, Okemos, Michigan.
Filing Fee: The fee to file Articles of Incorporation in Michigan depends on the number of authorized shares that your corporation is authorized to issue. The fee ranges from $50.00 for companies with up to 60,000 organized shares to $500.00 for companies with more than 10,000,000 authorized shares.
4. Create Other Michigan Incorporation Documents (Corporate Kits)
After you submit the Articles of Incorporation document you can begin to take certain actions in your corporation such as appointing officers and directors, adopting corporation bylaws, issuing stock certificates, obtaining a tax ID number, and acquiring a business license. When you begin to take these actions, think about creating other types of corporate documents such as buy-sell agreements, shareholders agreements that determine when stock can be sold, and documents that explain what will happen if an owner decides to leave the company. These types of documents are especially important if your corporation has multiple owners. You should talk to an attorney when you are drafting these documents. An attorney can help you to prepare documents for your corporation that are in compliance with the legal requirements that may apply to your corporation. There are also various corporate service companies that can help you to prepare these documents for a fee.
5. Qualify Your Michigan Corporation to Do Business in Other States
It is important to recognize that to do business in other states you need to qualify your corporation to do business in those states. If the main office of your corporation is located in another state you will need to qualify your corporation to do business there. When doing business in other states, you most likely will be required to pay taxes in your home state. You can learn more about how you can qualify your corporation to do business in other states at Doing Business in other states.
6. Make Annual Filings and Pay Annual Fees and Taxes in Michigan
When your corporation is registered in the state of Michigan, you will be required to file an annual report. On the report you will be able to provide updated information about your corporation. The filing fee for this report is $25.00. The report is due May 15 of each year. You can find more information and file online at Michigan Corporation Fee.
You will also be required to file a corporate income tax return and pay Michigan state income taxes. You can learn more about the corporate tax in Michigan by visiting the official website of the Michigan Department of Treasury at Michigan Corporate Tax. You should consult an accountant when you are preparing tax documents for your corporation. An accountant will be able to help you to avoid mistakes in the preparation of your tax documents. Mistakes in your tax forms could cost you hundreds of dollars in extra taxes.
There are many complex decisions that you will have to make after you decide to incorporate your small business, especially if the corporation has multiple owners. If you consult an attorney and an accountant, you can feel more confident that your paperwork is being processed correctly.
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This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.
