Michigan

Michigan uses 'resident agent'. For corporations, the agent may be an individual resident of Michigan, a domestic corporation or LLC, or a foreign corporation or LLC authorized to transact business in Michigan; the agent's business office or residence address must be the same as the registered office. The LLC Act mirrors this (MCL 450.4207(1)(b)). A Michigan-resident owner can serve as the agent.

Consent required: no.

The LLC Act has an in-act fallback: if an LLC fails to appoint or maintain an agent, or the agent cannot be found or served with reasonable diligence, process may be served by delivering or sending by registered mail to the administrator (LARA) a summons and complaint. The Business Corporation Act contains NO equivalent fallback for corporations - service on a corporation without a findable agent is governed by Michigan court rules outside this corpus.

• Revocation Foreign. Failure to maintain a resident agent is an express ground for revoking a foreign corporation's certificate of authorityCertificate of authorityPermission for an entity formed in one state to do business in another - the 'foreign' registration.Read the full entry → (as is failing to file the change statement after changing the registered office or agent). Revocation requires at least 90 days' notice and an uncured default (MCL 450.2042(1)).
• Administrative DissolutionRevocation / administrative dissolutionThe state involuntarily ending an entity's authority to do business - for missed annual reports, a lapsed registered agent, or unpaid fees.Read the full entry →. Domestic corporations are automatically dissolved for 2 years of failing to file the annual report or pay the filing fee (60 days after the 2-year period expires) - the statute does not list resident agent failure as a dissolution ground for domestic corporations.
• Civil Penalty. A corporation that neglects or refuses to file a required report or pay a required fee is subject to a $10-per-month penalty, capped at $50.
• Other. An LLC that fails for 2 consecutive years to file the annual statement of resident agent and registered office (and does not cure within 60 days of notice) loses good standingGood standingThe state's verdict that an entity exists and is current on required filings and fees.Read the full entry →: no certificate of good standingCertificate of good standingThe state-issued document proving an entity exists and is current on its filings.Read the full entry →, its name becomes available to others, and the administrator will accept no filings from it other than a certificate of restoration - though it remains in existence and may continue to transact business.
• ReinstatementReinstatementRestoring an entity the state revoked or administratively dissolved for missed filings - typically back-filing reports, paying accrued fees and penalties, and filing an application.Read the full entry → Fee. A dissolved corporation (or revoked foreign corporation) may renew its existence by filing all missed reports and paying all back fees plus the § 921 penalties; an LLC restores good standing by filing a certificate of restoration ($50) with all missed annual statements and fees.

Filing officeFiling officeThe agency that keeps the business register.Read the full entry →

LARA - Corporations, Securities & Commercial Licensing Bureau, Corporations Division (Certificate of Assumed NameDBA / fictitious nameA name a business operates under that is not its legal name - 'doing business as.' Also: assumed name, trade name, fictitious business name.Read the full entry →, form CSCL/CD-541) for corporations/LLCs/LPs; county clerk only for sole proprietors/co-partnerships

State fee

$10 per assumed name for corporations (profit and nonprofit) and LPs; $25 per assumed name for LLCs (LARA official filing-fee schedule, form 541)

Term

Expires December 31 of the 5th full calendar year following the year of filing (MCL 450.2217; same pattern for LLCs)

Renewal

Renewable for consecutive 5-full-calendar-year periods, filed within the 90 days preceding expiration (LARA mails/notices ~90 days out); renewal fee $10 corporation / $25 LLC (form 542). Termination (form 543) $10/$25

Publication

Not required. None

Online filing

Available

The regime

Michigan's 1907 act requires anyone doing business under an assumed name to file a certificate, in duplicate, with the clerk of every county where the business is (or will be) conducted or an office maintained. 'Person' covers individuals, partnerships, trusts, and fiduciaries but expressly excepts corporations and limited partnerships, which are exempt (MCL 445.4(2)) and instead file assumed-name certificates at the state level under their entity acts (MCL 450.1217 corporations; MCL 450.4206 LLCs).

Where it is filed

The county clerk of each county where the person conducts business or maintains an office or place of business; on a move to another county, the certificate must be filed with that county's clerk before doing business there (MCL 445.2a). The clerk certifies the duplicate and returns it to the applicant.

Publication

No newspaper publicationPublication requirementA few states require newly formed or registered entities to publish a notice in designated newspapers (New York's LLC publication is the expensive example) - a real cost of formation that fee tables usually omit.Read the full entry → requirement appears anywhere in Act 101.

Term and renewal

The county certificate authorizes use of the assumed name for 5 years. The county clerk mails renewal forms and an expiration notice between the 60th and 30th day before expiration; failure to file the renewal and pay the $4.00 fee before expiration constitutes abandonment of the assumed name. Six years after expiration the clerk may destroy the certificate.

Name restrictions

County clerks may reject any assumed name likely to mislead the public, or any name already filed in the county or so nearly similar as to lead to confusion or deception.

Assumed names for registered entities

Corporations (MCL 450.1217) and LLCs (MCL 450.4206) file a certificate of assumed name with the state administrator stating the true name and the assumed name. The certificate is effective until December 31 of the fifth full calendar year after the filing year, extendable for successive 5-year periods by filing not earlier than 90 days before expiration; the administrator must give 90-day advance expiration notice. The filing creates no substantive rights to the name, the same name may be assumed by multiple participating entities in a partnership or joint venture, and assumed names can be transferred in mergers or conversions. Limited partnerships file certificates of assumed name with the administrator under MCL 449.1104 ($10, MCL 449.2107(a)(9)); nonprofit corporations under MCL 450.2217 ($10, MCL 450.3060(1)(j)) - same December-31-of-fifth-year term and 5-year extensions as the corp/LLC certificates.

Penalties

Noncompliance is a misdemeanor: $25 to $100 fine, or up to 30 days in the county jail, or both, in the court's discretion - and each day of violation is a separate offense.
The penalty clause does not void contracts, but a person who fails to file the required certificate is barred from bringing any suit, action, or proceeding in Michigan courts on any contract or matter made under the assumed or fictitious name until full compliance - and no order, judgment, or decree may be entered on such contracts until compliance (or at all, if use of the name has ceased).

Official source

www.michigan.gov/lara/bureau-list/cscl/corps↗ (opens the official source)

What it is called

not captured

Administering agency

LARA Corporations, Securities & Commercial Licensing Bureau (CSCL), Corporations Division - (517) 241-6470 (entity fees); Michigan Dept. of Treasury for taxes (not in corpus)

Corporation minimum

not recorded separately

How it is computed

NONE - no annual franchise taxFranchise taxA recurring tax on the privilege of existing as an entity in a state - not a tax on franchising a business.Read the full entry → on LLCs or corporations appears anywhere in the corpus (absence finding). Annual maintenance is flat: LLC annual statement $25 (MCL 450.5101(1)(g)), profit corp annual report $25 (MCL 450.2060(1)(u)), nonprofit $20 (MCL 450.3060(1)(u)) - all dropping after 9/30/2027 to $15/$15/$10. The ONLY franchise-labeled charges are ONE-TIME: the corp organization/admission fee on authorized shares (MCL 450.2062, see corp_formation formula) with add-on fees for later share increases, and the foreign corp $50 initial admission fee (60,000 shares deemed attributable to MI, 450.2062(2)); the nonprofit franchise-fee section (former MCL 450.2061) was repealed in 1989. CAVEAT: corpus contains entity statutes only - Michigan Treasury tax law (Corporate Income Tax, former MBT referenced in MCL 450.1911(1)(e)) is NOT captured, so Treasury-administered income/apportionment taxes are out of scope of this finding.