Articles of Organization LLC Michigan

What Are Michigan Articles of Organization?

The Articles of Organization in Michigan are the foundational documents required to legally establish a Limited Liability Company (LLC) in the state. These documents officially register the LLC with the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division, and provide essential information about the business entity. The Articles of Organization are governed by the Michigan Limited Liability Company Act, specifically under Michigan Compiled Laws § 450.4201. For more detailed information, you can visit the Michigan LARA Corporations Division website.

Are Michigan Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in Michigan. Under Michigan Compiled Laws § 450.4201, an LLC does not legally exist until the Articles of Organization are filed with and accepted by the Corporations Division. Without filing, the business cannot operate as an LLC or receive the liability protections and tax benefits associated with the LLC structure.

Information Required in Michigan Articles of Organization

Name Requirements

The LLC name must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as required by Michigan Compiled Laws § 450.4204. The name must be distinguishable from other business entities registered in Michigan. Certain restricted words may require additional approval. Name availability can be checked using the Michigan business entity search tool.

Michigan Registered Agent and Registered Office

Every Michigan LLC must appoint a registered agent and maintain a registered office within the state, as required by Michigan Compiled Laws § 450.4207. The registered agent may be an individual resident of Michigan or a business entity authorized to do business in the state. The registered office must be a physical street address located in Michigan.

Management Structure

The Articles of Organization must state whether the LLC will be member-managed or manager-managed, as outlined in Michigan Compiled Laws § 450.4401. If the LLC is manager-managed, the names and addresses of the initial managers must be included.

Organizer Information

An organizer is the individual or entity responsible for preparing and filing the Articles of Organization. Michigan does not impose residency requirements for organizers. The organizer’s name and signature must appear on the filing.

Purpose Statement

Michigan allows a general purpose statement indicating that the LLC may engage in any lawful business activity. Certain regulated or professional activities may require additional approvals or filings with state licensing authorities.

Articles of Organization Effective Date

The effective date of the Articles of Organization may be the date of filing or a delayed effective date specified in the document. Under Michigan law, a delayed effective date cannot be more than 90 days after the filing date.

How to File Michigan Articles of Organization

Online

Michigan offers online filing through the LARA Corporations Online Filing System. The system is available 24/7, and online filings are typically processed within one business day. To file online:

1. Access the LARA Corporations Online Filing System.
2. Complete the Articles of Organization form.
3. Pay the filing fee using a credit or debit card.
4. Submit the filing electronically.

Mail

To file by mail, send the completed Articles of Organization form to:

Michigan Department of Licensing and Regulatory Affairs
Corporations Division
P.O. Box 30054
Lansing, MI 48909

Include one signed copy of the form and the required filing fee. Checks should be payable to the “State of Michigan.” Mail filings are generally processed within 5–10 business days.

Michigan Articles of Organization Filing Fee

The filing fee for Articles of Organization in Michigan is $50. Additional fees may apply for expedited processing or optional services offered by the Corporations Division.

What Happens After Filing Michigan Articles of Organization?

After approval, the LLC is officially formed and recognized by the State of Michigan. The state will issue a stamped copy of the Articles of Organization as proof of filing. The LLC should then obtain a Federal Employer Identification Number (EIN) from the Internal Revenue Service. Depending on the nature of the business, the LLC may also need to register for Michigan taxes with the Department of Treasury. Although not required by statute, drafting an operating agreement is strongly recommended. Michigan LLCs must also file an annual statement with LARA to remain in good standing.

Common Mistakes When Filing Michigan Articles of Organization

• Name Conflicts: Submitting a name that is not distinguishable from existing entities can result in rejection.
• Registered Agent Errors: Listing an agent who does not meet Michigan requirements or providing an invalid address can delay approval.
• Incomplete Filings: Leaving required sections blank or failing to sign the form can cause rejection.
• Incorrect Filing Fee: Submitting an incorrect fee amount will delay processing.
• Improper Management Disclosure: Failing to clearly state the management structure may lead to administrative issues.
• Unauthorized Restricted Terms: Using restricted words without approval may result in rejection.
• Delayed Effective Date Mistakes: Specifying a delayed effective date beyond the allowable period can invalidate the filing.

This article provides general information about Michigan LLC formation requirements under the Michigan Limited Liability Company Act. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.