A Guide for Starting a Business in Michigan

If you’ve been thinking about starting a business in Michigan, you’re in good company. With plentiful resources, incentives, and loans, Michigan is home to 902,000 small businesses that represent 48.3 % of the state’s workers.

Michigan offers one of the best pro-business environments in the country and provides businesses with the support they need for expansion and growth. Bloomberg ranks Michigan first in state economies with a population over 2 million and CNBC ranks the state in the top ten for the overall business.

We’d like to help you get started with your Michigan small business, so we’ve created a comprehensive guide to detail what you need to get your Michigan business up and running.

Fine-Tune Your Business Idea and Create a Plan

Before spending time and money starting a new business, entrepreneurs need to do their due diligence to see if their business concept has the potential to succeed. A feasibility study can help you reach an informed “go” or “no go” decision. Also, consider bouncing your idea by trusted advisors like SCORE mentors, business consultants, accountants, and attorneys who can help you identify red flags.

Next, you’ll want to write a business plan to help you focus on your business objectives and the strategies for achieving them. A business plan is a document that outlines and defines your goals and describes the efforts you will make to achieve them. Some business plans must be in-depth and detailed, while others can be short and sweet. The complexity depends on the type of business you’re starting, but know if you plan to appeal to outside financial sources and get funded, you’ll need a formal and detailed business plan.

Typically, a business plan contains an executive summary, company overview, product and service descriptions, market analysis, competitive analysis, sales and marketing plan, an outline of the planned management and operations, and financial projections.

Name Your Business

Besides choosing a business name that works well for marketing and branding purposes, ensuring the desired name is available in Michigan is vital. To find out if any other Michigan companies are using a business name, you can use CorpNet’s free Corporate Name Search tool. Your business name is protected when you register an LLC or C Corporation in Michigan, so other similar businesses can’t use the same name. Registering for a state trademark can offer additional peace of mind. When forming a legal business entity, a company must comply with the entity-specific name requirements (e.g., a Limited Liability Company must use an acceptable form of “LLC” behind it).

Sole Proprietorships and General Partnerships do not have to register their companies. Still, if they use a name that doesn’t include the legal names of the business owners, they must first find out if the name is already taken by searching the Michigan Entity Name Database.

Registering a business in a state only protects the company’s name within that state. So entrepreneurs who want to expand their businesses to other states or ensure their companies’ names are protected in all 50 states should conduct a trademark search, which helps identify if the desired name is available throughout the U.S. And if your trademark application is granted, it ensures similar businesses cannot use the name anywhere in the country.

Choose the Right Business Entity

Several business structure types are available in Michigan and the most popular are Sole Proprietorships, General Partnerships (called Co-partnerships in Michigan), Limited Liability Partnerships (LLPs), Limited Partnerships (LPs), C Corporations, and Limited Liability Companies (LLCs).

Which entity type will work best for your business? You’ll need to consider various factors, including the desire for personal liability protection, tax ramifications, ownership and management flexibility, and business compliance requirements. Let’s look at a few of the business entities and their characteristics.

Sole Proprietorships

• In Michigan, Sole Proprietorships are not required to register their companies with the state.
• The business and its owner are considered the same entity in a Sole Proprietorship, which means the assets and liabilities of the company are those of the owner. While this creates simplicity operationally and from a tax perspective, it can also be a disadvantage. For example, if someone sues the company or the business can’t pay its bills, the owner risks losing their personal money and property.
• Another potential disadvantage of a Sole Proprietorship is that the business can only be transferred to the owner’s heirs to be continued, restructured, or dissolved if the owner dies.
• Sole Proprietorships also have limited funding options, so investors often hesitate to finance businesses not formally registered as statutory entities.
• Sole Proprietors report their business income and losses on their individual federal tax returns.
• The business owner doesn’t receive a company paycheck that withholds federal income tax and payroll taxes. So, they must submit quarterly estimated federal income tax payments, including self-employment taxes. The self-employment tax rate is 15.3%, which includes 12.4% for social security (old-age, survivors, and disability insurance) and 2.9% for Medicare (hospital insurance). In some situations, that self-employment tax burden can become lofty and prompt a sole proprietor to explore business structures to minimize those costs.

General Partnerships

• A General Partnership is a non-registered business co-owned by two or more partners.
• Like Sole Proprietors, general partners and their businesses are the same entity for legal and tax purposes and are not required to register with the state.
• A General Partnership is a simple and inexpensive way to form a multi-owner business. There are no state, federal, or local filings to register a partnership formally, and partners can easily make decisions without the meeting formalities required of corporations.
• In addition to the personal liability risk to business owners, other potential disadvantages of owning a general partnership include the limited funding possibilities, a heavy self-employment tax burden, and the cessation of the business if a partner leaves (unless the partnership agreement has provisions to remedy that).

Limited Liability Companies (LLCs)

• A Limited Liability Company (LLC) provides legal and financial separation between the owners (called members) and the business. An LLC business structure offers peace of mind to business owners who don’t want to risk having their personal assets, including bank accounts and retirement savings, used to settle their company’s debts or legal problems.
• From a tax perspective, however, the LLC and its members are viewed as a single tax-paying entity. So, the LLC’s profits and losses are reported through its owners’ federal personal tax returns.
• Single-member LLCs (called disregarded entities) get taxed as Sole Proprietorships, and multi-member LLCs get taxed as Partnerships.
• Federal income tax flexibility is one of the most attractive features of the LLC structure because an LLC (if it meets all IRS eligibility requirements) can elect to be taxed as an S Corporation or a C Corporation.
• A Michigan Limited Liability Company (LLC) is formed by filing Articles of Organization with the Secretary of State. Registration with the State Tax Department is also required.
• In addition, all businesses registered with the state must file an annual report, which has a $25 filing fee.

Limited Partnerships (LP)

• A Limited Partnership has general partners and limited partners.
• The general partners are the owners who manage the company. They face the same personal liability risks as in a General partnership because there’s no separation between the individuals and the businesses.
• Limited partners do not manage the company. Instead, their role is to fund the business. Therefore, their personal liability is limited to the amount of their investment in the company.
• Some potential disadvantages to an LP are that it can get complicated to run from an accounting standpoint, and limited partners have no say in how the company is operated after they’ve made their investments. Plus, an LP can become costly to form and operate.
• LPs have general partners and limited partners, while LLPs have no general partners. All partners in an LLP have limited liability.

C Corporations

• Businesses operating as C Corporations in Michigan offer the highest degree of personal liability protection to their owners (shareholders).
• The C Corporation is a separate entity legally and for tax purposes. Accordingly, it reports and pays federal income tax on its profits on its tax return.
• C Corporations must appoint a board of directors to oversee the company’s affairs and ensure the business is managed with the interests of its shareholders and stakeholders in mind.
• C Corporations have more financing options, too. For example, they can sell stock to raise capital, and investors typically show more interest and confidence in funding businesses registered as Corporations.
• The double taxation on C Corporations sometimes dissuades entrepreneurs from choosing this business entity. That term refers to how company profits that are distributed to shareholders as dividends are taxed twice: once to the corporation at the corporate tax rate and again to the individual shareholder at the applicable individual tax rate.
• Corporations that meet the Internal Revenue Service’s (IRS) eligibility requirements can opt for S Corporation tax treatment to avoid double taxation (see next section).
• Other potential disadvantages of the C Corporation structure include its higher formation costs and more extensive ongoing compliance responsibilities such as submitting annual reports, holding shareholder and board of directors’ meetings, and other requirements.
• Michigan C Corporations are also required to file an annual report.

S Corporations

• As noted in the LLC and Corporation overviews, an S Corporation is a tax election option, not a type of business entity. LLCs or C Corporations that qualify can file for an S Corporation election by submitting IRS Form 2553.
• If a C Corporation opts for an S Corporation election, the corporation gets pass-through tax treatment, eliminating the double taxation penalty.
• If an LLC opts for an S Corp election, it retains its underlying legal structure, so compliance requirements remain minimal. It also maintains pass-through tax treatment, but unlike the default LLC taxation, not all business profits are subject to self-employment taxes.
• Only S Corporation owners’ wages and salaries are subject to Social Security and Medicare taxes. Owner income from the company’s profit distributions is not subject to those taxes.

Appoint a Registered Agent in Michigan

Businesses registered in Michigan must designate a registered agent within the state of Michigan. The registered agent must have a physical address in Michigan and be available to accept “service of process” (official government documents, legal papers, etc.) for the business Monday through Friday from 9 a.m. to 5 p.m.

The ramifications are serious if an LLC, C Corporation, or other registered business entity fails to maintain a registered agent.

CorpNet offers Registered Agent services in Michigan and throughout the United States, which saves businesses that want to expand into other states the trouble and expenses of looking for a Registered Agent in each state.

Register Your Business Entity

The Michigan Licensing and Regulatory Affairs recommends filing all the necessary documentation through the LARA Corporations Division online portal. Here’s a run-down of some of the initial paperwork required when starting a business in Michigan:

• Sole proprietorships – Business owners don’t have to file organization documents to operate as sole proprietors in Michigan. However, a trade name (sometimes called doing business as or fictitious name) filing is required if the business’s name is other than the owner’s first and last name. Also, like formally registered businesses, Sole Proprietorships must obtain all necessary Michigan licenses and permits to operate legally in the state and local jurisdictions.
• General Partnerships – Michigan does not require General Partnerships (or Co-partnerships) to formally register their businesses. If they use a business name that does not reflect the legal names of the business partners, the Partnership must file a DBA. Also, although not required by state law, partners should consider having a written partnership agreement drawn up to document all the business partners’ responsibilities and rights. General Partnerships in Michigan must obtain all necessary licenses and permits to operate legally in the state, county, and local municipalities.
• Limited Liability Partnerships – A Limited Liability Partnership may be formed by the General Partner(s) by creating a partnership agreement and registering the LLP with the Michigan Secretary of State. Domestic LLPs must pay a $250 filing fee.
• Limited Liability Companies – To form an LLC in Michigan, Articles of Organization (form 700) must be filed with the state, and the LLC must pay a filing fee of $50. You can reserve a name for six months by filing a name reservation form with LARA. The filing fee for LLCs is $25. To file formation documents online, go to the LARA Corporations Division online portal. LLC members should consider creating an operating agreement. The state doesn’t mandate this, but it serves a critical role in defining how the LLC should be run and describing the responsibilities of the LLC’s members (and managers).
• C Corporations – The state requires businesses that want to incorporate in Michigan to file Articles of Incorporation (form 267) and pay a $25 filing fee. Register through the LARA Corporations Division online portal. You can reserve a name for six months by filing a name reservation form with LARA. The filing fee for corporations is $10. In addition, corporations in Michigan must appoint a Board of Directors, adopt bylaws, and hold regular board meetings.

Obtain an Employer Identification Number

Any business that hires employees must get a Federal Tax ID Number or Employer Identification Number (EIN), a 9-digit I.D. number obtained from the IRS. Often, a bank will require a company to have an EIN before opening a business bank account, even if it doesn’t have employees. Other official paperwork may ask for a business’s EIN, as well. The IRS issues EINs for free. CorpNet can help companies by completing and submitting the application (Form SS-4) for them.

Open a Business Bank Account

Keeping a business entity’s financial accounts, documents, and records separate from those of the business owners is imperative for accurate bookkeeping and legal reasons. Setting up bank accounts, credit card accounts, etc., exclusively for company use helps ensure this separation. If an LLC, LP, C Corp, or other registered company commingles personal and business expenses and income, the owners jeopardize their personal liability protection and may incur additional penalties.

Understand Michigan’s Business Taxes

Michigan has a flat 6% corporate income tax rate. Since C Corporations and LLCs are taxed as corporations, they must pay the corporate income tax. To pay the corporate tax, businesses should register with the Michigan Tax Online (MTO) portal.

• State Sales Tax – Michigan’s sales tax rate is currently 6%. Municipalities do not have additional sales taxes. All individuals and businesses selling taxable property and services must obtain a Michigan sales tax license through the Michigan business taxes website.
• Employer Taxes – Michigan manages state payroll taxes through the Michigan Department of Treasury and the Michigan Unemployment Insurance Agency.
• State Income Taxes – Michigan has a state income tax of 4.25%.
• Local Income Taxes – Counties and municipalities may impose their own additional local income taxes from 1.0% to 2.4%.
• Unemployment Insurance – Michigan State Unemployment Insurance (SUI) varies by calendar year. 2023 rates range from 0.06% to 10.3%. New employers pay a rate of 2.7%.

Obtain Business Licenses and Permits

Depending on their industry, businesses may need specific licenses, permits, or other federal, state, or local government authorizations. Learn more about which licenses and permits are required for your business through Michigan licenses and permits.

Before engaging in business activity in Michigan, every individual or business entity must obtain a Michigan sales tax license through the Michigan business taxes website.

You can also turn to CorpNet to help you identify and apply for the business licenses and permits required in the area where you plan to operate your business.

Other Business Essentials & Compliance

• Businesses physically located in Michigan must comply with their local municipality’s zoning regulations.
• To protect your business in the event of unforeseen and unfortunate circumstances, research the types of insurance you want, need, or are required for your industry.
• Do you plan to apply for loans, seek investors, or get additional money to launch your business?
• If your business plans to hire employees, there are numerous human resource-related responsibilities and regulations you must follow. Learn more about registering for payroll taxes in Michigan to help get started with your new staff.
• Businesses must stay current on their annual report and tax filing requirements to stay in good standing and operate legally in Michigan. Ask your attorney and tax professional for guidance if you’re unsure of your obligations to maintain corporate compliance.
• Michigan requires all corporations, LLCs, and nonprofits to file an annual report each year. Michigan LPs, LLPs, and LLLPs aren’t required to file annual reports. All annual reports must be filed through LARA. The Annual Report filing fee is $25. A convenient way to track future filings is using CorpNet’s Compliance Portal. The free online portal makes tracking license renewal and annual report deadlines easy.

Keep a Resource List Handy

You don’t have to go it alone when starting and running a business. Keep a list of resources that provide information and insight. Here are a few helpful ones:

• Michigan Secretary of State
• Michigan Department of Treasury
• Michigan Unemployment Insurance Agency
• Michigan Business Taxes
• Michigan Small Business Development Center
• NAWBO (National Association of Women Business Owners)
• IRS Website
• United States Patent and Trademark Office
• SCORE of Southeast Michigan
• Michigan Entity Name Database
• Michigan U.S. Small Business Administration
• LARA Corporations Division
• Michigan Tax Online (MTO)

And remember, after you consult with your legal and accounting experts to determine what to do, CorpNet is here to help you with your business registration and compliance filings. We’ll save you time and legal costs while ensuring your filings are done accurately and on time.