Michigan Certificate of Authority

Related: Get a Michigan Registered Agent

If your company was not incorporated in Michigan, but you wish to do business there, you need to file an Application for a Michigan Certificate of Authority with the state.

Acquiring Michigan Foreign Qualification allows a company formed in Delaware or any other state to legally transact business in Michigan.

Please note: information on this page is accurate to the best of our knowledge. However, requirements and costs can be changed by states at any time and Harvard Business Services cannot guarantee the accuracy of this information.

How to Get a Michigan Certificate of Authority:

The Michigan Department of Licensing and Regulatory Affairs (aka “LARA”) requires different entity types to file different application forms. The fees associated are also different, but low relative to those charged by other states.

Corporations must complete form CD-560 with a fee of $60, while LLCs complete form CD-760 with a fee of $50. The state also offers expedited service for additional charges.

Additionally, in the State of Michigan a Certificate of Good Standing is required from the entities home state, dated within 30 days of the Michigan filing. This 30-day limit is shorter than most states require, so please complete your filing promptly after obtaining this document to avoid having to order twice.

Finally, you must also appoint and list a Michigan Registered Agent, which must be maintained at all times. We can provide this service at a cost of just $99/year.

Harvard Business Services can assist with your application so you don’t have to deal with the LARA office directly. We do charge our own fee for this service, in addition to state fees. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Please contact us for an exact quote.

How Do I Know If I Need a Certificate of Authority in Michigan?

The Michigan Legislature maintains its corporate statutes online. On their website you can view the state’s business regulations, which include some examples of activities that do not constitute transacting business. Similar to other states, you will not need a Michigan Certificate of Authority to do the following activities:

• holding meetings or carrying on any other activity concerning its internal affairs
• maintaining bank accounts
• selling through independent contractors
• soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts
• transacting business in interstate commerce.

[source: http://www.legislature.mi.gov/]

This is not an exhaustive list and there may be additional activities that do not constitute doing business, and therefore do not require a Michigan Certificate of Authority.

Keep in mind that even if a Michigan Certificate of Authority is not required for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.

Michigan Annual Report Requirements

Once you have Foreign Qualification in Michigan, state law requires an annual report to be filed by all entities

This report carries a fee of $25 for LLCs and corporations; however, the due dates vary by entity type. LLCs must pay annually by February 15^th (the first year can be skipped if the company is registered in the state after September 30^th of the preceding year) and corporations must pay by May 15^th.

Please note that this annual requirement is independent from requirements you may have in Delaware or other states.