The Michigan LLC operating agreement is a legal document that is used by managing, contributing members of an entity or by a sole proprietor who wishes to establish their policies and procedures to file with the State. The State of Michigan does not require that any business possess this document within their business in order to operate within the State. It must be clear, however, to all businesses, that without this document, the owner or members of the company could be held liable in any court in the event of litigious activity against the business. By completing and filing this document with the State, owner’s/member’s personal and financial assets would not be legally accessible. This does not mean that the members/owners are not liable for any damages, but they will not be forced to sell or liquidate personal property to satisfy claim(s). As well, as long as this document has been implemented, the owner/members will have access to tax benefits not otherwise available.
Owner(s)/members should review the document for clarity. If they are unable to clearly understand the documented language, they should consider legal consultation with a knowledgeable attorney.
Table of Contents
Multi-Member – For use by companies who have more than one (1) member who would like to collectively establish, by unanimous agreement, full company policies and procedures. As well, they will have the ability to establish member, financial protections.
Single-Member – For use by sole proprietors who would like to prepare and file the document within their state to establish procedures, policies, and purpose of their single owner company.
Individuals filing in the State of Michigan should confirm the availability of their business name before commencing with their LLC registration. The State allows filers to search the records to confirm that the name chosen is indeed available and not similar to that of any other name currently registered.
Step 1 – Choose Registered Agent
Included in the initial formation documents must be the name and address of your Registered Agent. The Registered Agent is an individual or corporation appointed by the LLC to receive correspondence on the company’s behalf.
Step 2 – Which Type
Choose your entity type from the following options:
- Domestic – LLC formed within Michigan
- File – Articles of Organization
- *Foreign – LLC formed outside Michigan
- File – Certificate of Authority
*Foreign applicants must include with their filings a Certificate of Good Standing to prove the validity of their organization.
Step 3 – Attach the Filing Fee
Both Foreign and Domestic applications must include a $50 non-refundable filing fee, payable by check or money order. Have your remittance made out to the ‘State of Michigan’ and attach it to your filings.
Step 4 – Submit your Application
You may submit your application to the State by mail or in person. If filing by mail, send your documents to the first address listed below. Otherwise, deliver it by hand to the second address.
Michigan Department of Licensing and Regulatory Affairs Corporations, Securities & Commercial Licensing Bureau, Corporations Division, P.O. Box 30054, Lansing, MI 48909
Step 5 – Operating Agreement (optional)
An LLC operating agreement is a written document that the managing member(s) may implement upon filing for formation in the State. The agreement provides legal documentation of the financial interest of each member which will be quite useful in the event of litigation or legal disputes between members.
Step 6 – Employer Identification Number (EIN)
The Internal Revenue Service, in almost all cases, requires a business to obtain an Employer Identification Number (EIN). This identifier will be necessary if the LLC wishes to pay employees or open bank accounts. To apply for an EIN, complete the or submit Form SS-4 by mail.
Step 1 – Once the document has been downloaded, enter the company name at the top of the document.
Step 2 – Agreement – Submit an effective date (dd/mm/yyyy).
- Check the applicable box
- Submit any required information into the fields provided
- Single-Member – Enter the company name and the state of the company’s residence. Provide the owner’s name and the business address
- Multi-Member – Submit each member’s name and proper addresses
Step 3 – Name and Principal Place of Business –
- Provide the name of the company
- Submit the business address
- The city where the physical address is maintained
Review the remaining information. Submit any other required information:
- Enter the date of the company’s formation (dd/mm/yy)
- Review the information contained within the following titles:
Member Capitol Contributions –
- Check the applicable box
- Single-Members – Review the information
- Multi-Members – Enter the name of each member and their individual contribution
Distributions – Members must review the information under this title.
- Check the correct box (according to business type)
- Single-Members – Review the information contained within
- Multi-Members – Submit each member’s name and Percentage of Interest
- The members must continue by reviewing the remaining information
Step 4 – Books, Records and Tax Returns –
- Check the box that shall apply
- Read the information beyond the checked box
Continue by reviewing all of the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Read the information contained in this section
- Multi-Members – Read the information and continue
- Submit limits into each line provided
Step 5 – Titled Sections – Check the box, if applicable.
- Meetings of Members – Submit an annual member meeting date
- Assignment of Interests
- Ownership of Company Property (Single Owner)
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the applicable box and review the information
- Representations of Members
- Certificates Evidencing Membership (Multi-Member) – Provide a company name and effective date (dd/mm/yyyy)
- Indemnification (Sole Owner)
Step 6 – Signatures –
- Enter a date of execution of the agreement
- Submit the signature of a selected company representative
- Members must provide signatures
When the document is complete, members must acquire copies for the personal records.