Michigan C Corp Formation

Michigan C Corporation Formation

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Steven S.

Steven Stark

311 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Joshua G.

Joshua Garber

218 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Richard G.

Richard Gora

164 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Nicole F.

Nicole Farrar

Nicole Farrar has been an Attorney for 13 years and is currently working for Neat Capital Inc. - overseeing legal, compliance, HR and marketing, as well as assisting with fundraising and strategy. She focuses on startups and emerging growth companies - assisting with the formation, equity administration, hiring and termination of employees and contractors, commercial contract negotiation, and debt and equity financing. She attained her J.D. from the University of Virginia School of Law.
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Tyler D.

Tyler Dahl

Tyler Dahl is a corporate attorney with four years of experience. He is licensed to practice law in California and obtained his J.D. degree in law from the University of the Pacific. Tyler specializes in immigration law, and often provides his legal assistance to startup companies. He is also experienced in drafting, reviewing and negotiating commercial contracts. Tyler has been serving as the principal attorney at his own legal firm since August 2014.
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Daniel N.

Daniel Nicholson

Daniel Nicholson is an attorney at law with three years of experience. He has been licensed to practice law in both New York and Georgia. Daniel received a Juris Doctorate degree in law after graduating from the Albany Law School of Union University. He often provides his legal assistance to start-up companies and entrepreneurs. Daniel primary specializes in commercial contracts. Since November 2017, Daniel has been operating his own legal firm, Nicholson Law LLC.
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Nikko S.

Nikko Stevens

Nikko Stevens provides legal services for startup business and also specializes in real estate cases, as well as legal research and writing. He was awarded for delivering an outstanding service at the Legal Aid Society of San Diego in 2014 and is currently a member of the Los Angeles County Bar Association and the American Bar Association. Nikko is currently an attorney at Dentons. In 2015, Nikko was an associate at Genz & Associates.
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Thomas M.

Thomas Mcnamara

Thomas McNamara obtained his law degree from the University of San Diego School of Law. He was given the Director’s Award in 1996 and 2001 by the U.S. Department of Justice. He is an expert in the fields of White Collar and Internal Investigations, Litigation and Class Actions, Securities Enforcement and Receiverships and Monitorships. Thomas is a former long-time federal prosecutor and seasoned defense attorney.
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Andrew  R.

Andrew Rapacke

2 reviews
Andrew Rapacke is a trademark and patent attorney who has been serving corporate clients for the past four years. He is licensed to practice law in Florida and is also a member of the Florida Patent Bar. Andrew obtained his legal degree from the Florida State University College of Law. He is also skilled in providing legal assistance to startup companies. Andrew has been serving as the managing partner at The Rapacke Law Group since October 2017.
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Michael L.

Michael Lawless

2 reviews
Since 1985 I have been engaged in the full-time practice of law with extensive knowledge and expertise in Kansas workers compensation, personal injury cases, and general pr... read more
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Why use UpCounsel to form your C Corporation in Michigan?

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Why use UpCounsel to form an C Corporation in Michigan

Starting an C Corporation in Michigan with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our C Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an C Corporation.

When forming an C Corporation in Michigan with UpCounsel, the attorney you choose to help you will conduct a business name search for your Michigan C Corporation and assist you in preparing your C Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Incorporation have been prepared and successfully filed with the Michigan Department of Licensing and Regulatory Affairs Bureau of Commercial Service, your Michigan C Corporation has been formed and begins its existence as a corporate entity.

Choosing a Company Name for Your C Corporation

One of the first steps in the process of forming your C Corporation is to choose your business name.

The business name that you choose must contain the word "Incorporated", "Corporation", "Company", or "Limited", or an abbreviation. It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign C Corporation reserved or registered.

Your C Corporation name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Michigan S Corp before filing to see which names are available. Once you have chosen an available name, your chosen C Corporation attorney can help you properly register your name with the State of Michigan.

Requirements for Forming a Michigan C Corporation

Articles of Incorporation: When forming an C Corporation in Michigan, the Articles of Incorporation must be filed following NRS Chapter 86 with the Michigan Department of State Division of Corporations. Michigan state law requires that certain information be included in your Articles of Incorporation when forming your Michigan C Corporation.

This information must include:

  1. The C-Corp's name and address.
  2. The purpose of the C Corporations.
  3. The name and address of the registered agent for service of process on the C Corporation
  4. The number of shares the corporation is authorized to issue (if there is more than one class or series of shares, state the relative rights, preferences, and limitations of the shares of each class).
  5. The name and address of each incorporator.

Additionally, a Michigan C Corporation formation generally requires inclusion and/or consideration of the following:

C Corporation Operating Agreement: Although the C Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every C Corporation with more than one member to have one. The Articles of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. Michigan recognizes operating agreements as governing documents.

Membership: A C Corporation must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the C Corporation directly from the C Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the C Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the C-Corp's operating agreement.

Business Licenses: Business licenses and/or permits are required for most C-Corp's offering specific professional services. Contact the Michigan State Corporations Commission for specific licenses.

Resident Agent needed for a Michigan C Corporation

UpCounsel attorneys can also provide your business with a registered agent in Michigan. Every Michigan C Corporation must have a registered agent in Michigan, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. A Michigan resident, corporation, or a foreign corporation that has the authority to transact business in Michigan may act as a registered agent, as long as they have a physical street address in Michigan.

Michigan Department of Licensing and Regulatory Affairs Bureau of Commercial Service

Once you create an C Corporation in Michigan, the Michigan Department of Licensing and Regulatory Affairs Bureau of Commercial Service will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Michigan Department of Licensing and Regulatory Affairs Bureau of Commercial Service.

Recurring Responsibilities and Duties for Michigan C Corporations

Annual Report: Each C Corporation shall provide an annual report to the Michigan Department of Licensing and Regulatory Affairs Bureau of Commercial Services regarding its financial condition to each of its members. This must be filed every year by May 15. The filing fee for the annual report is $25.

Records: Each Michigan C Corporation must keep the following records open to inspection at its office:

  1. A current list of the full name and last known business or residence address of each member and of each holder of an economic interest in the C Corporation set forth in alphabetical order, together with the contribution and the share in profits and losses of each member and holder of an economic interest.
  2. If the C Corporation is manager-managed, you will need a current list including the full name and business or residence address of each manager.
  3. A copy of the Articles of Incorporation and all amendments thereto, together with any powers of attorney pursuant to which the Articles of Incorporation or any amendments thereto were executed.
  4. Copies of the C-Corp's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years.
  5. A copy of the C-Corp's Operating Agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed.
  6. Copies of the C-Corp's financial statements, if any, for the six most recent fiscal years.
  7. The books and records of internal affairs as they relate to the C Corporation for at least the current and past four fiscal years.
  8. A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.

Filing Fees for a Michigan C Corporation

Filing of the Articles of Incorporation must be made with the Michigan Department of Licensing and Regulatory Affairs Bureau of Commercial Services in which the C Corporation was organized, along with the appropriate state filing fee. The filing fee is based on the number of authorized shares plus a $10 fee. There is a $50 fee for the first 60,000 shares; $100 for up to 1 million shares.

Taxes for a Michigan C Corporation

Michigan C Corporation shareholders do not report any of the business income and expense on their individual tax return. The corporation files tax returns and pays its income taxes (at generally lower tax rates than would individuals) while the individual shareholders report and pay personal income taxes only on monies paid them by the corporation.

It should be noted that shareholders are required to pay personal income taxes on income from dividends paid by a C Corporation even though income taxes have previously been paid by the corporation. This leads to what is commonly referred to as "double taxation".

Michigan state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a C Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: For federal income tax purposes, a C- Corp is recognized as a separate taxpaying entity. A corporation conducts business, realizes net income or loss, pays taxes and distributes profits to shareholders.

Michigan State Income Tax: Michigan C Corporations are subject to Michigan's corporate income tax at a flat 6% rate.

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a C Corporation An EIN is similar to an individual's social security number. You will need an EIN for your C Corporation as long as there is one member, even if the C Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

Start Your Business Off Right with an Affordable C Corporation Attorney in Michigan

Start Your Company Off Right with Affordable C Corporation Attorneys in Michigan

Connect with Top Michigan C Corporation Formation Attorneys & Lawyers

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