Incorporate in Michigan Online: Everything You Need to Know
To incorporate in Michigan online, you'll follow the same process as a normal incorporation.3 min read
2. Create Your Company
3. Writing Company Bylaws
4. Appointing Directors and Holding Meetings
To incorporate in Michigan online, you'll follow the same process as a normal incorporation. The only difference is that you will file your formation documents electronically instead of by mail.
Choosing a Structure and Checking Your Name
After you've chosen the best corporate structure for your business, you must also pick a tax status. Most corporations are taxed as C corporations, which means your business will face double taxation. However, if you meet the right qualifications, you can instead elect to have your business taxed as a S corporation.
Checking name availability is the next step to incorporate in Michigan online. The name you pick for your corporation should not infringe on the registered name of another company. You can use the Corporation Division Business Entity Search database to determine if your name is available. Reserving your corporate name is optional. Your name should include one of the following words or an abbreviation of these words:
Next, you need to hire a registered agent for your company. This person will accept notifications of litigation and service of process for your corporation.
Create Your Company
Submitting your Michigan Articles of Incorporation will formally create your corporation. You should file this document with the Michigan Department of Licensing and Regulatory Affairs Corporation Division. If you have a MICH-ELF account, you can submit your articles of corporation using either email or fax. Otherwise, you must file your Articles in person or by mail.
The filing fee you will need to pay depends on how many shares your corporation has authorized. If you have authorized 60,000 shares or less, your filing fee will be $60. Expedited service is available for between $50 and $1,000, depending on the number of shares.
If you choose to file your formation documents electronically using MICH-ELF, you can expect processing to take two business days. Physical filings will take between five and seven business days, and your documents should be returned within a month. There are several expedited options:
- $50--24-hour processing
- $100--same-day processing
- $500--two-hour processing
- $1,000--one-hour processing
When filing your Articles of Corporation by mail or in person, you should always file the original document. The document will be processed and then mailed to your registered agent.
Writing Company Bylaws
Corporations in Michigan have to maintain corporate records and books. In particular, you should make sure that you are documenting the minutes of all company meetings, including shareholder and board of directors' meetings. Your documents should be stored at your corporation's registered office.
Your Articles of Incorporation are the first thing that you should store in your corporate records. Over time, your records will include a wide range of documents, including your bylaws, minutes of meetings, and your tax identification number.
You should also draft bylaws for your Michigan corporation. The bylaws will regulate how your company is managed. When writing your bylaws, make sure that they don't conflict with your Articles of Incorporation. At the initial meeting of your board of directors, your bylaws will be reviewed and adopted.
Appointing Directors and Holding Meetings
You will need to appoint initial directors for your corporation. These directors will comprise your board of directors until you can hold your first shareholder meeting. During this meeting shareholders will elect a new board of directors. Normally, you would name your initial directors in your Articles of Incorporation. If you do not name any directors, your incorporator will appoint the directors.
After appointment, your initial directors should hold an organizational meeting. The first meeting cannot take place until you have filed your formation documents. Each director should receive notice three days in advance of the meeting, and the minutes of the meeting should be recorded.
Michigan corporations need at least one director, but there are no qualifications to serve this role. A quorum is by default a majority of your directors. You can outline a different quorum in your Articles of Incorporation or your bylaws.
All corporations need three officers:
One person can serve two of these roles, but not all three. Stock certificates may be issued to the owners of your corporation. Proving company ownership is the purpose of these certificates.
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