The Michigan Limited Liability Company Act of 1993 provides for the organization and regulation of limited liability companies (LLCs) in the state. The Act indicates that an LLC may be formed for any lawful purpose and that it must have a minimum of one member. The Michigan Corporation Division administers the rules relating to LLCs in Michigan.
The name of any LLC registered in Michigan must contain the words “limited liability company,” or the abbreviation, “L.L.C.,” or “L.C.” -- with or without punctuation. The name must also be distinguishable from that of any other business entity registered in the state. Organizers may reserve the right to use a name for a period of up to six months by filing the appropriate documentation with the Corporation Division.
Each LLC formed in Michigan must appoint and maintain a registered agent, for the purpose of receiving service of any legal process, service, or demand. The agent may be either an individual or a business entity, but it must have an office in the state. An LLC can change its registered agent at any time by filing the appropriate certificate with the Michigan Corporation Division.
Articles of Organization
In terms of the statutes, the organizers of any proposed LLC must file articles of organization with the Corporation Division. The articles must contain certain information including the name of the LLC, the address of its registered office and the name of the registered agent. The articles must also set out the purposes for which the LLC is to be formed, although it is sufficient to state that the company will engage in any lawful activity. Although not required by law, the members of an LLC often enter into an operating agreement to regulate the way in which the company is managed.
Any LLC registered in Michigan must comply with certain continuing obligations. It must file an annual statement containing the name of the registered agent and the address of the registered office in the state. The annual statement is to be filed by 15th of February each year. If the annual statement is not filed for two consecutive years, the Corporation Division will deem that the LLC is not “in good standing” and another company may claim its name. Good standing can be restored by the filing of a certificate of restoration of good standing, together with all outstanding documentation and payment of a fee.
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