How to File Articles of Incorporation in Michigan

Filing Articles of Incorporation is an essential step in forming a corporation in Michigan, as outlined in our guide to forming a Michigan corporation. Michigan’s Business Corporation Act contains the laws regarding incorporation. The Department of Licensing and Regulatory Affairs (LARA) governs those corporations.

Formation documents submitted to the Michigan Secretary of State is considered public information and subject to public access and disclosure laws.

How to Complete the Articles of Incorporation Form

Your Articles of Incorporation form can be completed online, by mail, or delivered in person. All forms and other state formation information is found on Michigan’s Corporations Online Filing System (COFS) online portal. Foreign (out-of-state) corporations must submit a Certificate of Authority to do business in Michigan.

Domestic Articles of Incorporation

Article I: Corporate Name

• Enter a unique name for your corporation. The final version of any name you choose must contain the word “Corporation,” “Company,” “Incorporated,” or “Limited” or the abbreviation “Corp.,” “Co.,” “Inc.,” or “Ltd.” Your name cannot be in use by any other Michigan business entity.

Article II: Purpose

• State the business purpose of the corporation.

Article III: Authorized Shares

• Field 1: Indicate the number of authorized shares and type, preferred or common.
• Field 2: Note any restrictions for the class of shares identified in Box 1.

Article IV: Resident Agent and Agent’s Office

Your registered agent (in Michigan, officially called a resident agent) must have a physical address in the state and be available during standard business hours to accept legal documents and correspondence from the business entity formation agency in the state. ZenBusiness can help you find an agent using our Michigan resident agent service.

• Enter the name of the Michigan resident agent.
• List the physical street address of the registered office.
• If the mailing address is different from the physical address, enter it here.

Article V: List Incorporators

• List the names of at least one of the incorporators, including their residence or business address. If you’re an educational corporation, a minimum of three incorporators is required.

Article VI and Article VII: Optional, Delete

• These two articles aren’t required for newly formed businesses and can be deleted.

Additional Article Information

• Enter any additional information needed to process your form. Examples include corporation expiration dates or requests to delay the registration effective date.

Signature of Incorporators

• Each incorporator listed in Article V must sign the form.

Foreign Corporations

Return Address

• Foreign corporations will need to complete and submit a form called the Application For Certificate of Authority to Transact Business or Conduct Affairs in Michigan. On this form, enter the name and address where the Certificate of Authorization should be sent, if different from the registered agent’s office.

Name of Corporation

• Enter a unique name for your corporation, including the corporate designator.

Assumed Name

• If the corporation’s name is already taken in Michigan, enter the assumed name (also known as a “doing business as” name) the entity will use to conduct business in Michigan.

Foreign Entity’s Incorporation and Jurisdiction

• Enter the state or country where the foreign corporation was incorporated.
• Enter the date of incorporation and, if applicable, the expiration date.

Primary Office and Address

• Enter the physical address of the foreign corporation’s headquarters.
• If the mailing address is different from the physical address, enter it here.

Registered Agent and Agent Address

• Enter the physical street address of the registered office in Michigan.
• If the mailing address is different from the physical address, enter it here.
• Enter the name of the Michigan resident agent.

Purpose

• State the business purpose of the corporation.

Authorized Shares

• Indicate the total number of authorized shares for the corporation.

Authority of Trust (Optional)

• Enter any authority granted to the trust that’s not granted to a partnership or individual.

Date

• Enter the date that the form is filed. This will become the corporation’s effective date.

Signatures

• Sign and print the name of the authorized representative of the foreign corporation.

Preparer

• Enter the name and phone number of the person who prepared the form.

Additional Forms

The state may require additional documents if you’re looking to incorporate. Some of the most common are:

• Certificate of Assumed Name: provides authorization for a corporation to register an assumed name.
• Certificate of Good Standing: document stating the status of the corporation in its current jurisdiction. Must be submitted by any out-of-state looking to do business in the state.

Fees

Michigan approves multiple methods of payment for fees, including checks, Visa, Mastercard, or Discover credit cards. Checks must include the corporation’s name and be made payable to the State of Michigan.

Domestic Fees

The organizational fees are comprised of a non-refundable processing fee plus the total number of authorized shares. Check the Corporations, Securities, and Licensing Bureau of the Michigan Department of Licensing and Regulatory Affairs website for the latest information on filing fees.

Foreign Fees

• Check the Corporations, Securities, and Licensing Bureau of the Michigan Department of Licensing and Regulatory Affairs website for the latest information on filing fees for processing the Certificate of Authority.

How to Submit Forms

You can submit documents using the Corporations Online Filing System (COFS) online portal, via mail, or in person depending on office hours and closures. It can take up to 10 business days to process your form using standard processing. Expedited services, ranging from 1 to 24 hours, are available for an additional fee.

After you file, you’ll want to make sure you stay in good standing with the state. Use our Worry-Free Compliance service to put your mind at ease and focus on what’s important. We’ll send you reminders about important compliance dates and file your annual report.

If you’re looking to start your business (corporation or otherwise) but aren’t sure what steps to take first, ZenBusiness can take care of this for you with our business formation services.