Getting a Michigan certificate of authority for a foreign LLC, in order

Michigan names eleven activities that do not count by themselves, and says that the list does not exclude others. Holding property with nothing more is among them, so is interstate commerce, and so is an isolated transaction wrapped up inside 30 days. If the LLC does something beyond them, such as running an office, keeping staff or selling repeatedly from a Michigan location, it should get the certificate. The what-counts page has the list and the cases.

The LLC needs a registered office in Michigan and a resident agent there. The role is open to an individual resident in Michigan whose business office or residence is the registered office, or a domestic or foreign corporation or LLC authorized in Michigan with a business office identical with the registered office. LARA's annual-report guidance says an entity cannot be its own resident agent and that the address must be in Michigan, and it suggests a service company or a law firm if you have no Michigan address. The agent page compares the choices.

The form has seven items. Take the facts from the LLC's records, give the Michigan business in specific terms, and leave the assumed-name item blank unless the name is unavailable. The Bureau rejects documents that are poor in black-and-white contrast or otherwise illegible, so a clean printout matters. The Form 760 page explains the items.

The signer must have authority under the laws of the formation state, and the form shows the signer's name and title. Send one original to the Division, with a check or money order for $50 payable to the State of Michigan, or deliver it in person, where cards are accepted. The mailing address is Michigan Department of Licensing and Regulatory Affairs, Corporations Division, P.O. Box 30054, Lansing, MI 48909.

Once issued, the certificate lets the LLC conduct the business a Michigan LLC may lawfully conduct, limited by its own application and its home law. It carries no greater rights than a Michigan LLC has. Its effective date is the filing date, unless the document states a later one up to 90 days away.

A change in anything Form 760 states is reported on Form 762 within 30 days after it takes effect, for $25. A new agent or registered office can instead go on Form 520 for $5. The statute calls for a prompt correcting certificate when a statement was false or has become inaccurate.

An Ohio LLC that sells kayaks opens a showroom in Grand Haven. Because a showroom with staff is more than a bank account or an isolated deal, it needs a certificate. It names a Grand Haven agent, lists its manager as the process contact, orders an Ohio good standing certificate once the form is ready, and mails Form 760 with $50. Because the showroom opens in a week, it adds the $50 24-hour tier. The next February it files its first annual statement for $25.

Item 7 needs a specific description. A statement such as operating a retail furniture store from a leased location in Royal Oak says what the LLC will do in Michigan and ties it to the place. A statement such as any lawful business is a general purpose clause, which the form does not accept. The LLC also states that it is authorized to transact that business where it is organized, so check the home-state purpose clause before you write the statement.

LARA charges $50 for the certificate. A speed tier adds $50 to $1,000. The formation state prices its own certificate. A service company or law firm charges its own fee for acting as agent. The first annual statement follows at $25. The fee page puts them in tables and adds up the common paths.

A parent with two Michigan operating LLCs files one Form 760 per LLC, each with its own good standing certificate, its own fee and its own agent entry. One service company can act as agent for all of them, but every LLC needs a process contact in item 6 who is not the agent.

An LLC may use other assumed names in Michigan later by filing a certificate of assumed name for $25 each. Renewing or ending an assumed name is $25 as well.

Keep Form 760 as filed, the good standing certificate, the payment record, the certificate of authority and a note of who the agent and the process contact are. If a lender, a licensing office or a customer ever asks whether the LLC may do business in Michigan, the certificate of authority is the answer.

Home-state law keeps governing the LLC's organization and internal affairs, and a difference between that law and Michigan's is not a ground for refusing a certificate. The statute also keeps the question of service of process, taxation and other regulation separate from the question of whether the LLC needs a certificate.