Michigan Foreign Registration · Annual statement
February 15 and the Michigan annual statement for foreign LLCs
Every February 15, a Michigan-authorized foreign LLC owes the Division an annual statement and $25. A statement received after that date adds $50. The statement is not a tax return, and two missed years cost the LLC its good standing.
The statement in brief
| Fee | $25 |
|---|---|
| Due | February 15 each year |
| Late penalty | $50 |
| Online filing opens | October 15 |
| Portal | MiBusiness Registry Portal |
| Professional LLC | $75 |
The date
The statute sets February 15 of each year as the latest filing date. An LLC authorized after September 30 need not file on the next February 15. Online filing opens October 15, and the Division emails reminders 90 days ahead of the due date.
What it says
The statute names two things: the name of the resident agent and the address of the registered office. The Division describes the filing as a chance to confirm the registered office, the agent's name and address, and, for entity types that have them, the officers and directors. If the agent's email is provided, the agent receives reminders and notices when the entity's filing changes, which helps catch identity theft.
How it is filed
The Division says annual filings can be submitted online through the MiBusiness Registry Portal.
The fee and the penalty
The fee is $25 for an LLC and $75 for a professional LLC. A statement received after February 15 carries a $50 penalty, so a late LLC statement costs $75 in all.
Two years, and then it is gone
Two years after the due date, an LLC that has not filed or paid is out of good standing by operation of law. A foreign corporation gets one year. Losing good standing can cost the rights to the business name and assumed names, and getting back in carries penalty fees. An LLC that has lost good standing should tell us, and we check the way back when we prepare its filing.
Not the same as taxes
The Division is careful to say the annual statement is not the same thing as filing taxes. A Michigan LLC can owe tax with Treasury and still need to file the statement with the Corporations Division, and the reverse.
Other entities
A profit corporation pays $25 by May 15, with a penalty that rises from $10 to $50. A nonprofit corporation pays $20 by October 1. Limited partnerships and LLPs do not file annual reports.
Keeping the facts right
A change of agent or registered office can be made on the annual statement without an extra fee, or on Form 520 for $5 at any time. A change in anything Form 760 states goes on Form 762 within 30 days. Do not leave an agent change for the next statement if the old agent has resigned.
A three-year view
An LLC authorized in July files its first statement the next February 15. After three statements, the LLC has paid $125 in LARA fees counting the certificate of authority. If it withdraws after the third statement, add $10, for $135 in all.
A February calendar
Mark three dates each year. October 15, when online filing opens. A reminder about 90 days before the due date, when the Division emails the registered contact. And February 15, the deadline.
What the statement lists
The Division describes the annual filing as a chance to confirm the registered office address, resident agent name and address, and officers and directors where the entity type has them. A profit corporation files by May 15, and its late penalty rises from $10 to $50. A nonprofit files by October 1.
Professional LLCs
A professional LLC files the annual statement together with an annual report listing members and managers and certifying that each is a licensed person. The fee is $75 instead of $25. If the foreign LLC practices a licensed profession in Michigan, tell us when you order, because the licensing rules sit outside the Corporations Division.
Annual statement questions
What does the Michigan annual statement cost?
$25 for an LLC.
When is it due?
February 15 each year.
What happens after two missed years?
Good standing ends by operation of law.
Do I file in the year I am authorized?
Not if the LLC was authorized after September 30.
Our fee and LARA's
Get my Michigan certificate
+ $50 LARA fee
- Form CSCL/CD 760 completed from your answers, in the order the form uses
- Your home-state good standing certificate checked against Michigan's 30-day limit
- A Michigan resident agent and registered office, either ours or the one you name
- The package delivered to the Corporations Division and the certificate returned to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
Michigan
Get my Michigan certificateLARA's $50 and any expedite fee are itemized separately at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Michigan LARA filing fees, limited liability companies
- Michigan LARA limited liability company filing information
- Michigan Form CSCL/CD 760, application for certificate of authority (foreign LLC)
- Michigan LARA filing fees, foreign profit and nonprofit corporations
- Michigan LARA, annual reports and annual statements
- MCL 450.4207, registered office, resident agent and annual statement
- MCL 450.4209, changing the registered office or resident agent
Doing business in Michigan?
Tell us about the LLC and Form 760 is ours to prepare.