SHEET MI-01 · FORMATION DOSSIER

Michigan

Form an LLC in Michigan as a non-resident: the verified state fee, the duty that follows you every year, the agent rule, and the traps that are specific to this state — each figure sourced on this sheet.

State formation fee: $50
Total with Formation Complete: $449
Annual duty cost: $25/yr
Report pattern: Not later than February 15 of each year (annual statement of resident agent and registered offi

On fee alone, Michigan is the 8th cheapest of the 49 jurisdictions in this Atlas to form in. Fee is the smallest part of the decision — the duty below is the part that repeats.

What it takes here

You form a Michigan LLC by filing Articles of Organization with the Michigan Department of Licensing and Regulatory Affairs, Corporations Division. The state fee is $50, collected by us at cost as a pass-through — the state keeps its fee; our $399 is separate and labelled as ours on the pricing page. Michigan business filings are administered by LARA (Department of Licensing and Regulatory Affairs), Corporations Division, not the Secretary of State. Michigan's statutory name for this filing is an 'annual statement' — it is the yearly filing this sheet prices. The fee is set by MCL 450.5101(1)(g): $25 through September 30, 2027, then $15. The good-standing consequences below are those in MCL 450.4207a. Michigan publishes no late-fee amount for a late annual statement on its official pages, so no late fee is quoted on this sheet; what the state does publish is the good-standing consequence, and that is stated below.

Name rules

Your company name must contain a limited-liability designator — “Limited Liability Company” or an accepted abbreviation such as “LLC” — and must be distinguishable from names already on the records of the Michigan Department of Licensing and Regulatory Affairs, Corporations Division. A name that implies a regulated activity (banking, insurance, trust) or a government affiliation invites rejection or a consent requirement in Michigan as in most states. For a non-resident there is a second, quieter naming point: the name on the Articles of Organization is the name the IRS will print on your EIN confirmation (the CP 575), and it is the name your bank and payment processors will match against your documents. Pick the final name before filing; amending it later is a second state filing with a second fee.

Publication

Michigan imposes no newspaper-publication requirement on a new LLC. The publication duty that founders read about belongs to a small set of states — New York, Arizona and Nebraska are the ones in this Atlas — and it does not travel with you if you form here.

Forms, office and processing

The filing office is the Michigan Department of Licensing and Regulatory Affairs, Corporations Division. The formation document is the Articles of Organization; most Michigan filings can be made online, and online filings are acknowledged faster than paper ones as a rule. The Corporations, Securities & Commercial Licensing bureau allows up to 10 business days for standard review of a new filing, and sells expedited tiers for new entities: 24-hour for $50, same-day for $100, 2-hour for $500 and 1-hour for $1,000 (Form CSCL/CD-272). (Processing source: the office’s own page — checked 2026-11-05.) What we commit to in writing, before anything is filed, is the fee, the duty and the due pattern on this sheet.

The foreign-registration warning

Forming in Michigan does not licence you to operate everywhere. If your LLC will have an office, employees, inventory or a sustained physical presence in another state, that state will generally require foreign qualification there — a second registration, a second agent and a second set of duties, on top of this one. Non-residents most often trip on this by forming in a low-fee state while living-adjacent operations, warehousing or staff sit somewhere else. The state of formation should follow the business, not the other way round; the diagnostic on this site asks where your customers and operations are for exactly this reason.

Your registered agent in Michigan

Each domestic and authorized foreign LLC shall have and continuously maintain in Michigan (a) a registered office and (b) a resident agent: an individual resident in Michigan whose business office or residence is identical with the registered office, or a domestic corporation, authorized foreign corporation, domestic LLC, or authorized foreign LLC with a business office identical with the registered office (MCL 450.4207(1)-(2)).

Formation Complete includes the registered agent for year one. From year two the renewal is $149 a year — the same figure on every sheet in this Atlas, because the agent’s job (a real address, a person or service that can receive process, and forwarding that actually reaches a founder overseas) costs the same diligence in Lansing as anywhere else. If you move the agent elsewhere, the duty calendar below does not move with it: the report duty belongs to the LLC, not to the agent.

Duty calendar

Annual statement — due Feb 15 — $25 (LLC).

Filled cell = a month in which this state’s duty falls due.

The recurring duty is the line that decides what Michigan costs you in year three, not just year one. Annual statement — due Feb 15 — $25 (LLC). Priced into the five-year table on this sheet at $25 a year (annualised), it is the difference between a cheap formation and a cheap company.

If the duty is missed altogether. No administrative dissolution for missed statements: if an LLC fails to file annual statements for 2 consecutive years, the administrator notifies it; if all delinquent statements and fees are not filed within 60 days after that notice, the LLC is not in good standing (its name becomes available for use by another entity and the administrator accepts no filings other than a certificate of restoration of good standing, $50), but the LLC remains in existence and may continue to transact business (MCL 450.4207a).

Cost of ownership

Formation Complete $399 one-time + state fee at cost; agent renewal $149/yr from year 2; state duty annualised from the verified figure on this sheet.
Horizon	Total paid	What it contains
Year 1	$449	$399 package + $50 state fee; agent year 1 included
By end of year 2	$623	Year 1 + $149 agent renewal + $25 state duty
By end of year 5	$1,145	Year 1 + four renewals + four years of state duty

Compare that five-year figure, not the formation fee, against any other state you are considering — the compare tray in the Atlas does it side by side for up to three states. A state that is $100 cheaper to form and $300 a year heavier to keep is the expensive state.

Michigan in Atlas context: the $50 formation fee ranks 8th of the 49 jurisdictions in this Atlas, and the five-year cost of $1,145 ranks 14th. Year one is $449 all-in — the $399 Formation Complete package plus the state fee charged at cost. In years two to five the recurring charges are the $149 agent renewal and the state duty of $25 a year. The state duty itself makes up 8.7% of the five-year total; the rest is the package and the registered-agent renewal. That sits below the Atlas median five-year cost of $1,260. The five-year figure is the comparison that matters: a state can look cheap on filing day and still be the expensive company to own, so this sheet prices Michigan over the full five years rather than the first afternoon.

Non-resident specifics in Michigan

Michigan’s recurring state cost for a domestic LLC is the duty on this sheet — Annual statement — due Feb 15 — $25 (LLC). Two cautions decide whether that stays the whole story. First, tax follows activity, not paperwork: if your customers, property or people are in another state, that state can require foreign qualification there and tax the activity there, whatever this sheet says. Second, an LLC is a state-law shell around a federal tax position: a foreign-owned single-member LLC is disregarded for federal income tax by default, which is exactly the status that carries the Form 5472 duty described in the non-resident section below — the state choice does not change it.

The federal layer, which no state choice removes. A single-member LLC owned by a non-resident is, by default, a disregarded entity for US federal income tax — and since 2017 that status carries an annual information duty: Form 5472 attached to a pro-forma Form 1120, due each year the LLC exists, reporting reportable transactions with its foreign owner (funding the company counts). The penalty for a missing or late Form 5472 starts at $25,000. Multi-member LLCs are taxed as partnerships by default and file Form 1065, with their own withholding questions when US-source income reaches foreign partners. None of this is a reason not to form; all of it is a reason to form with the calendar already drawn. The EIN guide on this site walks the Form SS-4 route for founders with no SSN or ITIN, the CP 575 you receive, and the 5472 duty in full.

Address and banking reality. Your Michigan LLC’s address on the state record is its registered office — the agent’s address — which is a service address, not your trading address, and should never be sold to you as one. Banks and payment processors will ask for the beneficial owner’s foreign address and passport-grade identification, and many will ask why the company sits in Michigan; “my operations and customers are there” is an answer, a fee table is not. Form where the answer is true.

Plot my route — the 5-question diagnostic Compare Michigan in the Atlas

Sources: formation fee and duty verified against official state sources — Michigan Department of Licensing and Regulatory Affairs, Corporations Division: https://www.michigan.gov/lara · duty record: https://legislature.mi.gov/Laws/MCL?objectName=mcl-450-4207 · fees verified 2026-11-03, duties verified 2026-11-04. Federal figures (Form 5472 penalty) per IRS instructions for Form 5472.