Michigan Foreign Registration · Corporations
Michigan Form 560 for foreign corporations
A foreign corporation, profit or nonprofit, files Form CSCL/CD-560, the application for a certificate of authority, ahead of any Michigan business. The total admission fee is $60 for a profit corporation and $20 for a nonprofit, and a certificate of good standing dated within 30 days goes with it.
Form 560 at a glance
| Filing | Application for Certificate of Authority (foreign corporation) |
|---|---|
| Statute | MCL 450.2011 and 450.2015 |
| Profit corporation | $60 |
| Nonprofit corporation | $20 |
| Attached | Good standing certificate dated not earlier than 30 days before filing |
| Yearly report | $25 for profit, $20 for nonprofit |
The rule
A foreign corporation needs the administrator's certificate of authority ahead of any Michigan business, and the certificate then lets it conduct what a domestic corporation may lawfully conduct, to the extent its home authority allows. The Business Corporation Act and the Nonprofit Corporation Act apply to foreign corporations in the ways the Division's page describes.
What the application sets out
The statute lists six things: the corporation's name and home jurisdiction; its date of incorporation and duration; the street and mailing address of its main business or headquarters office; the street address of its Michigan registered office, with the resident agent's name and a statement that the agent is an agent for service of process; the character of the Michigan business and a statement that it is authorized to conduct that business at home; and any further information the administrator requires. The Division's page adds the number of authorized shares among the items to include.
The good standing certificate
Each foreign corporation attaches a home-state certificate of good standing, signed by the records official there and dated no earlier than 30 days before filing. A nonprofit also includes a copy of its articles with amendments, certified by the officer of its home jurisdiction.
The fee
A profit corporation pays $10 non-refundable plus $50 as an initial franchise fee, $60 in all. A nonprofit pays $10 plus $10, $20 in all. Expedited review adds $50 for 24 hours or $100 the same day on applications for a certificate of authority.
After the certificate
A profit corporation files an annual report for $25 by May 15, with penalties of $10 to $50 depending on how late it is. A nonprofit files for $20 by October 1. A foreign corporation gets one year, not two, before it loses good standing for a missed report.
Changes and withdrawal
An amended application costs $10, a certificate of correction $10, and a change of registered office or resident agent $5. Withdrawal is by Form 561, the Application for Certificate of Withdrawal, for $10. A certificate of assumed name for a foreign corporation costs $10. A nonprofit's $20 is $10 non-refundable plus $10 as an initial franchise fee. In the first year a profit corporation pays $85: the $60 admission and the $25 first annual report.
Penalty for acting without the certificate
A foreign corporation that transacts business without a certificate forfeits $100 to $1,000 for each calendar month within the last 5 years, capped at $10,000, in an action by the attorney general. Court access is also closed to it until it obtains a certificate, although its contracts stand and it may defend a case.
Partnerships
A foreign limited partnership registers on Form 411 for $10, and a limited liability partnership on Form 800 for $100. Neither files an annual report with the Division. We check those forms when we prepare an order.
How we prepare Form 560
Confirm the type
Profit or nonprofit decides the fee.
Order the good standing certificate
Dated not earlier than 30 days before filing.
Gather the corporate facts
Name, incorporation date, duration, offices and authorized shares.
Name the Michigan agent
A registered office and resident agent in Michigan.
We file
$60 or $20 to the Corporations Division.
When a corporation needs the certificate
The test matches the one for an LLC. A corporation that only keeps a bank account, holds meetings, sells through independent contractors, takes orders accepted elsewhere, holds property without more, finishes an isolated deal inside 30 days or engages in interstate commerce is not transacting business by that alone. A corporation with a Michigan office, store or staff is.
Profit or nonprofit
The type decides the fee, the annual report date and the extra paper that goes with the application. Profit corporations pay $60, file by May 15 and pay a rising penalty after that date. Nonprofits pay $20, file by October 1 for $20 and attach certified articles. A corporation that is not sure which category it falls into should tell us before ordering, because the fee and the paper differ.
Form 560 questions
What does a profit corporation pay to qualify?
$60 in total admission fees.
What does a nonprofit pay?
$20, and it attaches certified articles.
How fresh must the home certificate be?
Not earlier than 30 days before filing.
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, foreign corporation
- Michigan LARA, annual reports and annual statements
- MCL 450.2011, certificate of authority for a foreign corporation
- MCL 450.2015, application of a foreign corporation
- MCL 450.4209, changing the registered office or resident agent
- MCL 450.2055, penalty for a foreign corporation
- Michigan Limited Liability Company Act, MCL 450.5007
- MCL 450.2051, suits by a foreign corporation without a certificate
- Michigan Limited Liability Company Act, MCL 450.5008
- MCL 450.2012, activities that are not transacting business
Doing business in Michigan?
Tell us about the LLC and Form 760 is ours to prepare.