How to File a Michigan LLC or Corporation Amendment

Sometimes, you have to try something new to see results in business. If you try something new that changes certain aspects of your Michigan limited liability company (LLC) or corporation, that can be great! But you have to let the state know about certain business changes. The following article explains how to file an amendment to your Michigan LLC’s Articles of Organization or your corporation’s Articles of Incorporation with the state and how we can help.

Amending a Michigan LLC Articles of Organization

If you need to make changes to a Michigan LLC, we’ll show you how in this section. But if you need to make changes to a corporation, keep scrolling to the section titled “Amending a Michigan Corporation Articles of Incorporation” for more information.

Step 1: Determine if you need to amend your Articles of Organization

The Articles of Organization officially create your LLC in the state of Michigan. Said another way, your business becomes legitimate after you file Articles of Organization and the state accepts them. The Articles of Organization tells the state and the public important information about your business and must include:

• The name of your LLC 
• The purpose of your LLC
• The street and mailing addresses of your LLC’s initial registered office
• The name of your LLC’s resident agent
• A statement that managers will manage the LLC (if applicable)
• The length of time the LLC will be in operation (if not perpetually)
• Additional provisions, if you wish to include any

Generally speaking, if you need to make changes to any of this information, you’ll need to file an amendment to your Articles of Organization. However, if you’re changing your resident agent and/or registered office, you’ll use a different form, “Certificate of Change of Registered Office and/or Change of Resident Agent.”

Step 2: Identify and gather the information you need to amend

Before you jump into the filing process, it’s helpful to narrow down the changes you’re going to make and gather the information for them. To make an amendment, you’ll use the Certificate of Amendment to the Articles of Organization form. This form lets you make a variety of changes, including your LLC name, how the LLC is managed, and more, including the provisions you added. Generally speaking, if a provision is permitted by law, you can make that change.

After you’ve decided which changes you need to make, ensure that you’ve got the information on hand to make those changes. For example, if you’re going to be updating your business name, double-check that you’ve got the old name correct and that you’ve got the right spelling and designator for the new name.

During the filing process, you’ll also be asked to verify some information about your business, including your address, your ID number, and the date when you originally filed your Articles of Organization. Make sure you have this information correct so you can streamline your filing process.

Why should I update my Articles of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Michigan, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information.

Are there penalties if I don’t?

Your Articles of Organization are part of what makes your business legal and provides LLC protections. You need to amend your Articles of Organization to keep your LLC compliant and accurately reflect any additional provisions you include about how your business should be run. Keeping your Articles of Organization current also helps the state and the public contact you regarding important matters. 

Also, missing notices from the state could affect your LLC’s ability to get a Michigan Certificate of Good Standing, which could compromise your LLC’s ability to get investors and loans. Loss of good standing can also mean that your LLC loses its name and, thus, the goodwill you worked so hard to build. 

Step 3: File your Certificate of Amendment with the Department of Licensing and Regulatory Affairs

Now it’s time to file your amendment paperwork, the Certificate of Amendment to the Articles of Organization. Michigan allows you to file this certificate online, or you can file by mail or in person by dropping it off at the Michigan Department of Licensing and Regulatory Affairs (LARA). Either way, you’ll need to fill the form in with the information you gathered in Step 2.

At the time of this writing, this form costs $25 to submit. Once the form is processed, your amendment will go into effect.

Amending a Michigan Corporation Articles of Incorporation

Need to make changes to a Michigan corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In Michigan, the Articles of Incorporation is the form that officially creates a corporation. Until this form is processed, your business won’t even exist. It asks for a variety of information, including:

• Your corporation’s name
• Your business purpose
• Number and classes of shares your corporation can issue, plus the rights and privileges of each class
• Name and address of the registered agent
• Name and address of each incorporator
• Additional provisions you wish to include

Generally speaking, if you need to make changes to any of this information, then you’ll need to file a Certificate of Amendment. However, if you’re changing your resident agent and/or registered office, you’ll use a different form, “Certificate of Change of Registered Office and/or Change of Resident Agent.” This form can be used by both corporations and LLCs.

Step 2: Identify and gather the information you need to amend

Before starting the paperwork step, it’s helpful to narrow down which changes you’re going to be making and ensure that you’ve got the information you need to make those changes. You’ll file the Certificate of Amendment to the Articles of Incorporation form, which lets you make a variety of changes. For example, you can change your business name or the number of shares you’re allowed to issue, and more. You could even amend any provisions you added to your original articles.

It’s helpful to gather information for these amendments before you file. For example, if you’re going to be changing your name, you’ll need to confirm your old business name and check that you’ve got the right spelling and designator for your new name.

You’ll also be asked to provide some supplemental information about your business, such as your contact information, your business ID number from LARA, and so on. You’ll even need to describe the vote that approved your amendment. Having all of that information on hand can help streamline your filing process.

Step 3: File your Certificate of Amendment with the Department of Licensing and Regulatory Affairs

Now, it’s time to file your paperwork. Michigan allows you to file the Certificate of Amendment online if you want. But if you prefer old-school filings, you can download the “Certificate of Amendment to the Articles of Incorporation” form on LARA’s website and mail it or drop it off in person at the department’s office. Either way, you’ll need to fill in the form with all the information you gathered in Step 2.

At the time of this writing, the base fee for filing the Certificate of Amendment is $10, but this goes up if you’re adding additional shares. To calculate what you’ll owe, see the instructions on the Certificate of Amendment form. Once this form is processed, your amendment goes into effect.

Michigan Certificate of Amendment vs. Restated Articles of Organization/Articles of Incorporation

Who wants to reference multiple separate documents instead of one document to get information? Probably no one. If you want your Articles of Organization and all of its amendments in one place, you can file Restated Articles of Organization or Restated Articles of Incorporation.

In your Restated Articles of Organization for an LLC, you need to include:

• The LLC name
• The Bureau ID number for the company
• All the business’s former names 
• The date you filed the original Articles of Organization
• The new amendments (if applicable)
• Resident agent/registered office information
• A statement that any new amendments were properly approved according to the operating agreement
• Dated signature of an authorized party
• Preparer’s name and phone number

If you’re filing Restated Articles of Incorporation for a corporation, you’ll need the following information:

• The corporation name
• The Bureau ID number for the company
• All the business’s former names 
• The date you filed the original Articles of Incorporation
• The new amendments (if applicable)
• Resident agent/registered office information
• Whether the Restated Articles was approved unanimously by the shareholders or by the minimum number required by law
• Dated signature of an authorized party
• Preparer’s name and phone number

You can find the Restated Articles of Organization or Restated Articles of Incorporation form online. You can file this form online, by mail, or in person.

Michigan Certificates of Amendment vs. Certificate of Correction

If an LLC or corporation filing contains an inaccurate record, was defectively executed, or suffered a defective electronic transmission, you can file a Certificate of Correction to fix it. Corporations and LLCs will use the same form for this, though the filing fees differ; it’s $10 for corporations and $25 for LLCs. Your Certificate of Correction needs to include:

• The business name
• The company’s Bureau number 
• The state where the business was formed
• The date the document to be corrected was filed
• The original, incorrect provision/description of the defect
• The corrected version of the provision
• Proper execution (if there was defective execution)
• The same kind of signatures required to file the original document
• The preparer’s name and phone number

You file your corrections with LARA online, by mail, or in person. You can find the Certificate of Correction form online. 

Michigan Certificates of Amendment vs. Certificate of Change of Registered Office/Resident Agent

If you need to change your resident agent’s information, such as their name or office information, you’ll need to file a Certificate of Change of Registered Office/Resident Agent form instead of the Certificate of Amendment. This form is simpler since it’s dedicated to this change. It’s cheaper, too ($5 at the time of this writing). You can download this form from the Department of Licensing and Regulatory Affairs website.

Your LLC can suffer a hefty blow if you don’t update this information. The registered office and resident agent you provide in your Articles of Organization are responsible for receiving your LLC’s legal documents and notices from the state. If you don’t keep your resident agent/registered office information current with the state, your LLC could miss an important legal deadline and be subject to a painful default judgment.

We can help!

We’re here to support you so that updating your business information can be quick and painless. Our Worry-Free Compliance service keeps your compliance filings on track and helps you get back in good standing if you slip up. And our Amendment Filing service assists you with preparing and submitting LLC or corporation amendments.