With our 5-step process, forming a company in Michigan is simple. A company may be formed by submitting formation paperwork with your state and forming a board of directors.
We’ll teach you how to form your own company in Michigan.
It is simple to establish a corporation in Michigan.
In Michigan, you may form a company by submitting the Certificate of Incorporation, drafting corporate bylaws, and naming your first director (s).
To get started, follow the steps in our How to Start a Corporation in Michigan tutorial below:
Step 1: Give Your Michigan Corporation a Name
Step 2: Select a Registered Agent.
Hold an Organizational Meeting in Step 3
Step 4: Submit your Articles of Incorporation.
Step 5: Obtain an EIN
Step 1: Give Your Michigan Corporation a Name
The first step in forming a company is to choose a business name. You must choose a distinct name that conforms with Michigan company naming regulations.
1. Michigan naming conventions:
The words “corporation,” “business,” “incorporated,” “limited,” or an acronym of one of these keywords must appear in your name.
Your name must be distinct from any other businesses in your state. Reserved names are included.
Your name cannot indicate that the company was formed for any reason other than the one specified in its articles of incorporation.
Without permission, your name cannot include the terms “bank,” “industrial bank,” “deposit,” “surety,” “security,” “trust,” or “trust firm,” nor may it indicate that the corporation is a banking, insurance, surety, or trust business.
Other banned terms in Michigan may need clearance for your company to use in its name. Michigan’s Department of Licensing and Regulatory Affairs provides the complete list.
For further information, see the Michigan state legislation on corporate name rules.
2. Is my business name accessible in Michigan?
Your Michigan company name must be distinct and distinct from other Michigan business names. To see whether your selected company name is available, use the Michigan LARA Business Entity Database.
Visit our How to Name a Business guide and pick Michigan from the drop-down option for additional information on Michigan corporation name searches.
3. Is the URL accessible?
Before forming your Michigan company, check to see whether an appropriate URL for your selected business name is accessible. Even if you don’t intend to create a company website right immediately, we recommend purchasing a web domain right away to avoid other companies from obtaining it.
Step 2: Select a Registered Agent in Michigan.
When you form your company with the Department of Licensing and Regulatory Affairs, you must select a Michigan resident agent, also known as a registered agent.
What exactly is a Registered Agent? A registered agent is a person or organisation chosen by an LLC or corporation to accept service of process, government communications, and compliance paperwork on behalf of a company.
Who Is Eligible to Be a Registered Agent? An person, a corporate organisation, or a professional registered agent service may serve as your registered agent. Any organisation or individual may act as your Michigan resident agent as long as the person:
is at least 18 years old
has a physical address in the state where business is done
is accessible during regular business hours (in person).
Step 3 Hold an Organizational Meeting
Before filing the Articles of Incorporation formally in Step 4, you must conduct an organisational meeting to perform the following tasks:
Complete and sign the Articles of Incorporation.
Establish and approve bylaws
Choose your first director (s)
Determine your ownership structure.
Fill out an Incorporator’s Statement.
Establish and Approve Corporate Bylaws
Bylaws are the rules that regulate and control how your organisation is governed and operated. Consider the bylaws to be your corporation’s constitution. It clarifies the norms and priorities for all parties involved.
The bylaws of a company will augment any regulations established by the federal government or the state.
Include the following in your bylaws:
The governance of the company, including the roles of directors and officials
Meeting processes, voting procedures, and the election of executives or directors
How will records be preserved and managed?
How will disagreements be resolved?
How will bylaws be added/modified in the future?
The annual shareholders’ meeting date
Contract Negotiation Techniques
Fiduciary responsibilities to the company (i.e. acting in the best interests of the corporation)
What is a quorum for voting purposes?
What exactly is a quorum? A quorum is the minimal number of members of an assembly that must be present at a meeting in order for the meeting or any votes taken within to be legitimate.
Appoint the First Directors
At least one director must be appointed to monitor your Michigan company until the first shareholders’ meeting.
A corporate director is in charge of operational bylaw adoption, modification, and repeal, as well as the election, monitoring, and removal of officers.
Following the incorporation of the company, the incorporator(s) — or initial director(s), if listed on the formation papers — shall convene an organisational meeting. During this inaugural meeting, either the incorporator(s) or the initial director(s) will elect the board of directors.
Selecting a Share Structure and Strategy
A share of stock is a corporation’s unit of ownership. Each share of stock reflects a proportion of the company’s ownership. If a business issues one share of stock, the shareholder (stock owner) owns 100% of the corporation.
Shares may be divided into classes. Each class, known as a share class, has unique rights and advantages. There may be several classes, and each class can have an unlimited number of shares.
The Articles of Incorporation form in Michigan enables you to specify whether the company will issue more than one approved share class or series. You must specify whether the shares are common or preferred.
Preferred Stock vs. Common Stock
Preferred stock does not offer its shareholders voting rights, although common stock does. Preferred shareholders are compensated before regular stockholders when it comes to corporate assets.
NOTE: We suggest that you begin with a large number of authorised shares. Many lawyers advocate for a million dollars. Starting with a large number allows you to issue shares as required without incurring legal expenses to enhance your original permitted share size.
Make and implement an Incorporator’s Statement
The incorporator(s) shall sign and preserve an Incorporator’s Statement with the full names and addresses of all initial directors in the corporate records book.
This document identifies the first director(s) who will serve until the board of directors is chosen at the first shareholder meeting. It should be kept with the rest of your company’s records.
Step 4: Submit the Articles of Incorporation to the State of Michigan.
To form a company in Michigan, you must submit the Michigan Articles of Incorporation. The Articles of Incorporation are the legal documents that establish your Michigan company. You may submit it with the Michigan Department of Licensing and Regulatory Affairs by mail, in person, or online.
This paper will address the fundamentals of your company, such as:
Statement of mission and corporate name
Name and street address of the corporate resident agent
The number of authorised shares that a company may issue.
Each share class’s respective rights, preferences, and limits
Name(s) and address of incorporator(s) (es)
The Articles of Incorporation form in Michigan enables you to specify whether the company will issue more than one approved share class or series. You must specify whether the shares are common or preferred.
Preferred stock does not offer its shareholders voting rights, although common stock does. Preferred shareholders are compensated before regular stockholders when it comes to corporate assets.
Fee for Filing
The filing fee is determined by the number of authorised shares that the business intends to issue. There is a $10 fixed cost plus:
$50 for 1-60,000 shares
$100 for 60,001-1,000,000 shares
$300 for 1,000,001-5,000,000 shares
$500 for 5,000,001-10,000,000 shares
More than ten million shares: $500 for the first ten million, plus $1,000 for each subsequent ten million or part thereof.
Step 5 Get an EIN for Your Michigan Corporation
What exactly is an EIN? The federal government uses an Employer Identification Number (EIN) or Federal Tax Identification Number (FTIN) to identify a company organisation. It is effectively the company’s social security number.
Why do I need an EIN? An EIN is necessary for the following activities:
To establish a commercial bank account for the firm
In terms of federal and state taxation
To recruit workers for the firm
How can I get an EIN? After founding the firm, the business owner obtains an EIN from the IRS (free of charge). This may be done online or in the mail.