Nearly 875,000 small businesses reside in the state of Michigan, making up 99.6% of the state’s businesses in total. With that comes a whole lot of paperwork. Depending on the type of company, you may have had to write a business plan, operating agreement, or registered as a legal entity. Regardless of whether a business is a limited liability company (LLC) or a corporation, it must file a Michigan annual report.
Annual reports are a state requirement for many businesses, and they can seem daunting if you’ve never filed one before. Every state has different regulations and requires different information.
Whether you opt to file your Michigan annual report on your own or work with experts, it’s important to understand why the state requires annual reports, and how to complete them. This guide can help.
With an annual report, the state wants to know if you’ve had any major changes to your business, like the addition of new officers and directors or a change in your business address. In Michigan, this information is submitted to the Corporations Division of the Michigan Department of Licensing and Regulatory Affairs (LARA). The whole process can be done through the state’s LARA business portal.
Michigan requires all LLCs and corporations to file their report annually. About 90 days before your annual report is due, the state should send a pre-printed form to your business’s resident agent to complete and mail back. However, it’s your responsibility to file, whether you receive the form in the mail or not.
Michigan requires LLCs and corporations to file slightly different reports.
For an LLC, it’s called an annual statement, and a pre-printed version should be mailed ahead of time to your registered office or the email that the state has on file.
If you change to a different resident agent and/or registered office, you must use this form to update that information. Changes in business structure or changes to your Articles of Organization will have to be done through additional paperwork like a Certificate of Amendment to the Articles of Organization. The Department of Licensing and Regulatory Affairs has a more thorough list of the paperwork you might need.
For a corporation, the annual filing is called an annual report. Again, you should receive notice ahead of time, but it’s not a guarantee. Corporations must use this form to change the resident agent or registered office, the purposes of their business, and the names and addresses of the current officers and directors. Any other changes may have to be done through a Certificate of Amendment. Like LLCs, additional paperwork can be found on LARA’s website.
Michigan annual reports are filed with the Department of Licensing and Regulatory Affairs’ Division of Corporations. You can do this process online by filing through LARA’s business portal or by filing through the mail or in person. To file online, you’ll need your Customer ID Number (CID) and PIN. If you can’t remember what these are, you can use the CID/PIN recovery service. You can also find your ID number using LARA’s business entity search.
If you’d like to file by mail, you must fill out a printed form and mail it along with the fee to the Department of Licensing and Regulatory Affairs’ Division of Corporations.
If you’d like to file in person, it’s important to check office hours ahead of time. Many businesses and government offices have limited the availability of or closed their offices due to COVID-19. Otherwise, you can submit your annual report and payment in person at LARA’s office located at 2501 Woodlake Circle in Okemos, Michigan.
Different business entities have different due dates for their annual reports.
If you miss the deadline to file your annual report, you may be subject to financial penalties. At worst, you could potentially lose your business’s ability to operate within the state.
The filing fees for annual reports and annual statements are as follows:
Michigan accepts a number of different payment options. If you’re online filing, you can pay with a credit card like Visa, MasterCard, or Discover. You can also pop by their office in person (but, again, check the office hours) or send a money order.
There are additional fees for expedited processing including:
These fees are the same for LLCs and corporations.
Before you can file a Michigan annual report or annual statement, you’ll need to gather some information about your company. The information is mostly basic, but it depends on the type of business entity.
If you’re filing for a for-profit or nonprofit corporation:
Foreign corporations will also need to fill out additional information like the total number of authorized shares and the percentage used to calculate Michigan’s business tax.
LLCs, on the other hand, must include:
After filing, you’re all set, barring any additional reporting requirements or amendments. If you need to make amendments, you can file those now, too. Those forms are listed on michigan.gov.
Once your Michigan annual report is accepted, it becomes a public record. This means anyone has access to the information using LARA’s business search.
If you miss the due date to file your annual report, your business will no longer be in good standing and will face additional fees. What happens next depends on the type of business entity.
Per Michigan law, LLCs that miss the filing deadline must pay a $50 fee. After two years without filing, the business is no longer considered to be in good standing. The main downside of this is that the LLC loses claim to its name, and it can be taken by another business in the interim. It still can operate within the state and maintain its limited liability protection.
If your LLC is no longer in good standing, you’ll have to file a certificate of restoration of good standing and pay the $50 fee along with what was originally owed. If your previous name has been taken, you’ll have to choose another. You can find more detailed instructions from the Michigan Department of Licensing and Regulatory Affairs.
For-profit corporations that miss the deadline are subject to a $10 penalty every month that the report is not filed. This fee will not exceed a maximum of $75, but if the report is not filed within two years, the corporation may automatically be dissolved 60 days after the two-year window has passed.
This means the corporation will not be allowed to operate as a corporation in any capacity beyond wrapping up its business affairs, and would lose its liability protection and corporate tax status. A domestic or foreign corporation can be renewed as long as they file their missing reports and pay the required fees.
If you’re having trouble filing your annual report, you can contact the Division of Corporations.
It costs a filing fee of $25 for corporations and LLCs, and $20 for nonprofits. There are also various fees to expedite the process, ranging from $100 for 24-hour filing to $1,000 for filing in one hour.
For a corporation, late filing results in penalty fees ranging from $10 to $75. LLCs pay a $50 fee for missing the due date.
After two years, a corporation can be dissolved and will no longer be allowed to operate in the state as a corporation, and would lose the rights and protections that the entity provides. While the penalty isn’t as severe for LLCs, they do lose the rights to their name, and it can be taken by another business before they’re back in good standing.
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