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), that can be great! But you have to let the state know about certain LLC changes. The following article explains how to file an amendment to your Michigan LLC’s Articles of Organization with the state, and how we can help.
What are Michigan Articles of Organization?
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. These Articles of Organization tell 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)
The Articles of Organization are your LLC’s formation document. If you need help forming your LLC, you can find help on our Michigan LLC formation service page.
Step 1: Determine if you need to change your Michigan Articles of Organization
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.
Your LLC can suffer a hefty blow if you don’t update your 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. 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.
If you want to change your resident agent (also called a registered agent), but you don’t know who to use, our Michigan resident agent service can locate someone for you that fulfills Michigan’s requirements.
Step 2: Identify what to change in your Michigan Articles of Organization
Filings to update Articles of Organization are called Articles of Amendment in many states. In Michigan, Articles of Amendment are called Certificates of Amendment. You’re required to file a Certificate of Amendment when:
- The LLC’s name changes
- The LLC’s purpose changes
- The LLC’s management changes to or from managers
- The length of time the LLC will operate changes
- Anything in the original Articles of Organization becomes wrong or false
You also have to report changes to your registered office/resident agent, but you report them with a Certificate of Change of Registered Office/Agent. You file Certificates of Amendment and Certificates of Change of Registered Office/Agent with the Department of Licensing and Regulatory Affairs (LARA).
Step 3: Gather information for filing your Michigan amendment
To file a Certificate of Amendment, you need to provide:
- Your LLC’s name
- The LARA Corporations, Securities & Commercial Licensing Bureau (Bureau) ID number assigned to your LLC
- The date your LLC filed its original Articles of Organization
- The full section of the article to be amended
- The amendment
- A statement that the amendment was properly approved according to an LLC Operating Agreement or the law
- The dated signature and name of a member, manager, or authorized agent
- The preparer’s name and phone number
Step 4: File your Michigan LLC amendment
The Certificate of Amendment form and its corresponding fees can be found at michigan.gov. You can file a Certificate of Amendment online, by mail, or in person.
To file a Certificate of Change of Registered Office/Agent, you normally need to file a form containing:
- The LLC’s name
- The Bureau’s ID number for the LLC
- The resident agent name on file
- The registered office street and mailing address on file
- The new resident agent’s name (if applicable)
- The new street address and mailing address for the registered office (if applicable)
- A statement that the resident agent’s address is the same as the registered office
- A statement that the change was approved according to an Operating Agreement or majority vote of members or managers
- Signature by a member, manager, or authorized agent
- The preparer’s name and phone number
You can also find the Change of Registered Office/Agent form and its fees on LARA’s website. You can file online, by mail, or in person.
Don’t let these updating requirements overwhelm you. We can make the Michigan LLC amendment process a snap. We offer a Worry-Free Compliance service to keep an eye on your compliance requirements and help you file up to two amendments per year.
Michigan Certificate of Amendment vs. Restated Articles of Organization
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. In your Restated Articles of Organization, you need to include:
- The LLC name
- The Bureau ID number for the LLC
- All the LLC’s former names
- The date your LLC filed the original Articles of Organization
- The new amendments (if applicable)
- A statement that any new amendments were properly approved according to the Operating Agreement or by unanimous member vote
- Dated signature of a member, manager, or authorized party
- Preparer’s name and phone number
You can find the Restated Articles of Organization form and fees online. You can file this form online, by mail, or in person. Our Worry-Free Compliance Service can simplify this task for you.
Michigan Certificates of Amendment vs. Statements of Correction
If an LLC filing contains an inaccurate record, was defectively executed, or suffered a defective electronic transmission, you can file a Certificate of Correction to fix it. Your Certificate of Correction needs to include:
- The LLC name
- The LLC’s Bureau number
- The state where the LLC 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 and fees online.
We can help!
We are here to support you, so 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 amendments.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
- Do I need an attorney to amend my Articles of Organization?
No. You can file your amendment on your own or with our help. If you need to draft extensive amendments to your Articles of Organization, however, you might consider seeking an attorney’s advice.
- What business changes can be reported in a Michigan LLC Certificate of Amendment Form?
You can use a Certificate of Amendment to report any changes to your original Articles of Organization, except for your resident agent or registered office. You must report changes to your resident agent or registered office using a Change of Registered Office/Agent form.
- Are Michigan Certificates of Amendment the same as an Annual Statement?
No. Michigan requires you to file an Annual Statement regarding your resident agent and registered office. You have to file this Annual Statement by February 15 each year, while you generally file a Certificate of Amendment whenever a change occurs.
- How long does it take to file LLC Certificates of Amendment in Michigan?
Filing a Certificate of Amendment can take minutes. Processing a Certificate of Amendment can take multiple days. But if you pay an additional fee, LARA can process your information within one to 24 hours.
- What will I receive from the state of Michigan when the LLC Certificate of Amendment is filed?
LARA returns your original Certificate of Amendment to your registered office or the office you designate on the filed form.
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