How to Register an Out-of-State Corporation in Michigan

Expanding your business’s reach into new states can help scale growth, but it also requires compliance with the legal requirements of the state in which you plan to operate. If you're considering registering an out-of-state corporation in Michigan, it's crucial to understand the legal requirements involved. In this post, the business attorneys at Thompson Legal will provide an overview of the requirements for out of state corporations looking to conduct business in Michigan.

Please note that this post is not exhaustive, and every situation is unique. In the event that you have questions about your business, it’s advisable to speak with a licensed attorney. Contact Thompson Legal to schedule a discovery call with a Michigan business attorney.

What Is a Foreign Corporation in Michigan?

A "foreign corporation" does not refer to a corporation based in another country. Instead, it refers to a corporation that was incorporated in a different U.S. state and now seeks to conduct business within Michigan.

Legal Requirements to Register in Michigan

  1. Name Availability: Before proceeding, ensure that your business's name is not already in use by another entity in Michigan. You can check the availability of your desired name with the Michigan Department of Licensing and Regulatory Affairs (LARA).

  2. Registered Agent: Every foreign corporation operating in Michigan must appoint a registered agent who is physically located within the state. This individual or entity will receive legal documents and notices on behalf of the business.

  3. Good Standing Certificate: In most cases, you will need to provide a Certificate of Good Standing (or similar document) from your home state, which verifies that your corporation is in good standing and authorized to do business there.

  4. Filing Fee: Foreign corporations are required to pay a filing fee when submitting their application for a Certificate of Authority. The fee amount may vary and is subject to change, so be sure to check the current fee schedule on LARA's website.

  5. Compliance with Michigan Tax Laws: Ensure that your foreign corporation complies with Michigan's tax laws, including corporate income tax, sales tax, and any other applicable state taxes.

Ongoing Compliance

Once registered in Michigan, foreign corporations must maintain compliance with state regulations, including filing annual reports, updating registered agent information, and adhering to state tax obligations.

Conclusion:

Registering a foreign corporation in Michigan can open up new business opportunities, but it's crucial to navigate the legal requirements diligently. Consulting with a knowledgeable business attorney and staying informed about the specific obligations will help ensure a smooth transition. If you are a out of state business registering in Michigan, contact Thompson Legal to schedule a discovery call with an experienced Michigan business lawyer. 

Read More at Foreign Corporation (michigan.gov)

This blog is for informational purposes only. It is not intended as legal advice. In the event you would like to speak with a business attorney about your case Contact Us at (734) 743-1646 to schedule a consultation.

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