The state of Michigan requires all business owners of limited liability companies (LLC) and corporations to file an annual report. An annual report is a filing that helps ensure the state’s records about a business entity are accurate.
Michigan has specific due dates for filing annual reports, so entrepreneurs need to stay on top of the deadlines and get their paperwork turned in on time. Submitting annual reports is one of the compliance tasks required to keep business entities in good standing with the state.
In this post, we’ll cover general details about Michigan’s requirements for LLCs and corporations. If entrepreneurs want to confirm the obligations their business must fulfill to operate a company legally, it’s essential that they talk with a knowledgeable attorney who can offer guidance about their specific situation.
Annual Report Deadlines
- Limited Liability Company – Limited liability companies (LLCs) formed with the Michigan Department of Licensing and Regulatory Affairs (LARA) must file their annual report (called an Annual Statement) by February 15 each year. New LLCs formed after September 30 do not have to file an annual statement (Form CSCL/CD-2700) in the year immediately after their formation. For instance, a Michigan LLC formed between October 1 and December 31 in 2022 will need to file its first annual report in 2024 by February 15.
- C Corporation – Profit corporations (also known as a for-profit or C Corporations) registered in Michigan must file their annual report (form CSCL/CD-2500) by May 15 each year. New corporations formed after September 30 do not have to file an annual report in the year immediately following their incorporation. For example, a Michigan corporation with an incorporation date between October 1 and December 31 in 2022 will have its first annual report due in 2024 by May 15.
- Nonprofit Corporation – Nonprofit corporations in Michigan must file their annual reports by October 1 each year. As with profit corporations, any new Michigan nonprofit that incorporates after September 30 does not need to submit an annual report in the year immediately following its incorporation. It will have to submit one every year after that by October 1, however.
Annual Report Fees and Requirements
Limited Liability Company Fees
The fee for submitting an LLC Annual Statement with the state of Michigan is $25.*
Information Requested on Form CSCL/CD-2700
- ID number assigned by LARA
- LLC’s Name
- Registered agent name and address
- Signature and title of the person filing the report
*Note that PLLCs (professional limited liability companies) must pay a filing fee of $75 when submitting form CSCL/CD-2700P.
C Corporation Fees
The fee for submitting a profit corporate annual report is $25.*
Information Requested on Form CSCL/CD-2500
- ID number assigned by LARA
- Corporation’s name
- Registered agent name and address
- Statement of business purpose
- Officers’ and directors’ names and addresses
- Foreign corporation information (if applicable)
- Signature and title of the person filing the report
*Nonprofits must pay a fee of $20 when filing their annual report (form CSCL/CD-2000).
How to File an Annual Report in Michigan
According to the LARA, the state will send a pre-printed annual report form to the LLC or corporation’s resident agent approximately three months before the due date. LLCs and corporations may opt to receive electronic notices at the resident agent email address on record. The opportunity to file an annual report online is available about 90 days before the due date.
Alternate methods of filing include by mail and in-person. Note that filing online is generally the fastest and most efficient way to submit annual reports.
CorpNet, with our Registered Agent Services and filing expertise, is available to handle that task for busy entrepreneurs who want to ensure their filing is done accurately and on time!
Consequences of Filing a Late Report
Most business entities that file their annual reports after the deadline must pay late fees.
- LLCs and for-profit corporations – Fee of $10 per month (or part of a month) that the entity is delinquent. (Maximum of $50)
- PLLCs – Fee of $50
- Nonprofit corporations – No late fee
Failure to file an annual report after two consecutive years results in the company falling out of good standing with the state of Michigan. When that happens, the entity may be automatically dissolved by the state, and the business name will become available to any other corporation, limited partnership, or limited liability company.
To restore good standing, LLCs must submit a Certificate of Restoration of Good Standing, and corporations must submit a Certificate of Renewal of Corporate Existence. They must also pay a $50 filing fee and possibly other filings and fees (depends on the entity type). Because falling out of good standing has legal and financial consequences, business owners should talk with an attorney and accounting professional for advice on how to move forward.
Other Compliance Filings for Michigan
Annual reports are just one of the business filings that businesses in Michigan may need to submit to keep their entities in good standing with the state. Below, I’ve listed some of the other forms and information that owners of LLCs and corporations should keep on their radar. As I mentioned before, it’s helpful for entrepreneurs to talk with an attorney for guidance on what requirements they must consider to operate legally and stay compliant with the state’s rules and regulations.
- Certificate of Change of Registered Office or Registered Agent – LLCs and corporations must maintain a registered agent in Michigan where annual report forms, notices, and other official state communications are directed. If a registered office or registered agent changes, the LLC or corporation must notify the state.
- Certificate of Amendment to the Articles of Organization (LLCs) or Articles of Incorporation (corporations) – Submitted if an LLC or corporation wants to change the entity’s name, business purposes, duration of the entity, or otherwise amend its original formation documents.
- Restated Articles of Organization or Restated Articles of Incorporation – Submitted if an LLC or corporation wishes to integrate the provisions of its original articles of formation and any amendments into a single document.
- Merger Certificate of Merger – Used when merging multiple LLCs or an LLC with another business entity.
- Certificate of Conversion – Filed when business owners wish to convert from one entity type to another (e.g., change an LLC to a corporation).
- Certificate of Dissolution – Must be submitted to formally end the existence of an LLC or corporation. If business owners fail to file a Certificate of Dissolution when closing their companies, they remain responsible for future state compliance filings, tax obligations, etc.
Let CorpNet Help You File Your Reports
We handle annual report filings in all 50 states, so whether you have a business in Michigan or anywhere else in the U.S., we can save you time and give you peace of mind. Contact us today for help preparing and submitting your important business filings!
Sources:
https://www.michigan.gov/lara/0,4601,7-154-89334_61343_35413_35429-118513–,00.html
https://cofs.lara.state.mi.us/corpweb/LoginSystem/ExternalLogin.aspx
https://www.michigan.gov/documents/lara/BCS_CD_267_08-15_527656_7.pdf
https://www.michigan.gov/documents/dleg/BCS_CD_265_281962_7.pdf
https://www.michigan.gov/documents/lara/BCS_CD_269_08-15_527658_7.pdf
