Michigan requires most registered business entities to file an Annual Report or Annual Statement with the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations, Securities & Commercial Licensing Bureau (CSCL). This report updates the state with current information about your entity, helping to maintain its active status and good standing. The specific due date varies by entity type. In addition to this, there are annual tax-related filings with the Michigan Department of Treasury and specific requirements for charitable organizations.
Why is it important to file? Maintaining good standing with the State of Michigan is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to penalties and negative consequences, including:
Late Fees:
For-Profit Corporations: A $10.00 per month late fee (not to exceed $50) is assessed if the report is not filed by the May 15th deadline.
LLCs and Professional LLCs: A $50.00 penalty is added if the report is not filed by the February 15th deadline.
Non-Profit Corporations: No specific late fee for the annual report, but consistent non-filing leads to dissolution.
Not in Good Standing Status: Your business will be marked as “Not in Good Standing” if the report is not filed by the due date. This can impact your ability to conduct business, secure financing, or enter into contracts.
Administrative Dissolution/Withdrawal: If an entity fails to file its annual report for two consecutive years (or for Professional LLCs, if it fails to file for two consecutive years after notice), its domestic charter will be automatically dissolved or its foreign authority to transact business in Michigan will be withdrawn/revoked.
Loss of Liability Protection: For LLCs and corporations, administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Complex Reinstatement: Reinstatement is a time-consuming and often costly process, requiring the filing of all delinquent reports and payment of all accumulated fees and penalties, plus a reinstatement fee.
Specific Requirements by Entity Type in Michigan:
For All Entity Types (LLC, Corporation, Non-Profit) in Michigan:
Filing Method: Can be filed online through the LARA Corporations Online Filing System (COFS) (preferred for fastest processing) or by mail. The state generally sends a pre-printed form to your Resident Agent approximately 90 days before the due date.
Information Required: Entity’s legal name, LARA ID number, current principal office mailing address, current Resident Agent information (name and street address), and information on the entity’s governing persons (e.g., officers/directors for corporations/non-profits; members/managers for LLCs).
For Corporations (For-Profit & Professional) in Michigan:
In addition to the Annual Report:
Due Date for Annual Report: By May 15th of each year.
Filing Fee for Annual Report:$25.00.
Late Penalty: $10.00 per month (not to exceed $50.00).
Michigan Corporate Income Tax (CIT) (Michigan Department of Treasury – Form 4891):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., April 15th for calendar year filers).
Tax Rate: A flat 6% on apportioned adjusted federal taxable income.
Exemption Threshold: Businesses with $350,000 or less in gross receipts apportioned to Michigan are generally exempt from the CIT.
Extensions: An extension to file generally aligns with federal extensions. However, any tax due must still be paid by the original due date to avoid penalties and interest.
No separate Corporate Franchise Tax: The Michigan Corporate Income Tax (CIT) effectively replaced the Michigan Business Tax (MBT) as the primary business-level tax.
For Limited Liability Companies (LLCs) in Michigan:
In addition to the Annual Statement:
Due Date for Annual Statement: By February 15th of each year.
Exception: If your LLC was formed or qualified after September 30th of the previous year, your first annual statement is not due until February 15th of the following year. (e.g., if formed Oct 1, 2024, first report due Feb 15, 2026).
Filing Fee for Annual Statement:$25.00.
Late Penalty: $50.00.
Michigan Income Tax: LLCs are generally treated as pass-through entities for Michigan income tax purposes (unless they elect to be taxed as corporations).
Single-Member LLCs (Disregarded): Income and losses are reported on the owner’s individual Michigan income tax return (Form MI-1040). No separate state-level return is filed by the LLC itself.
Multi-Member LLCs (Partnership-Taxed) & S-Corporation Taxed LLCs: These entities may elect to pay the Michigan Flow-Through Entity (FTE) Tax at the entity level (Form 5770).
FTE Tax Rate: Currently 4.25% on Michigan-specific business income.
Due Date (FTE Tax): Generally, by the 15th day of the 4th month following the close of the taxable year (e.g., April 15th for calendar year filers).
If the FTE tax is elected, partners/members can claim a credit on their individual returns. If the FTE tax is not elected, income passes through to the owners’ individual Michigan income tax returns (Form MI-1040).
Corporate-Taxed LLCs: If your LLC has elected to be taxed as a C-corporation for federal purposes, it will file Form 4891 and be subject to Michigan corporate income tax.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Michigan:
General Partnerships (GPs): Generally, GPs formed by agreement are NOT required to file an annual report/statement with the Michigan Secretary of State.
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs): These entities are also generally NOT required to file an annual report/statement with the Michigan Secretary of State. Note: Unlike many states, Michigan specifically states that LPs, LLPs, and LLLPs do not file an annual report with LARA. Only corporations and LLCs do.
Michigan Partnership Income Tax (Michigan Department of Treasury – Form 4913, if FTE elected; Form 1040 for partners):
Frequency: Annually for tax purposes.
Michigan Flow-Through Entity (FTE) Tax: Partnerships can also elect to pay the FTE Tax at the entity level (Form 5770).
Due Date (FTE Tax): Generally, by the 15th day of the 4th month following the close of the taxable year (e.g., April 15th for calendar year filers).
If the FTE tax is not elected, income and losses “pass through” to the partners’ individual Michigan income tax returns (Form MI-1040). Nonresident partner withholding may apply.
For Non-Profit Corporations in Michigan, please also note the following:
In addition to the Annual Report:
Due Date for Annual Report: By October 1st of each year, beginning the year following incorporation/qualification.
Filing Fee for Annual Report:$20.00.
Late Penalty: While there’s no specific monetary late fee for the annual report itself, non-filing for two consecutive years can lead to administrative dissolution.
Charitable Organization Registration and Annual Renewal (Michigan Attorney General – Charitable Trust Section):
If your non-profit intends to solicit contributions in Michigan, you must generally register with the Michigan Attorney General, Charitable Trust Section, unless specifically exempt (e.g., certain religious organizations, governmental units).
Due Date:
Initial Registration: Before soliciting or receiving contributions.
Annual Renewal (Form CTS-02): Annually, generally six months after the end of the organization’s fiscal year (e.g., June 30th for a December 31st fiscal year-end). An extension of up to 3 months is available.
Filing Fee: Varies based on gross contributions (e.g., $0 for organizations with gross contributions under $8,000, up to $150 for larger organizations).
Required Attachments: This renewal typically requires submitting a completed registration form and a copy of your federal IRS Form 990 series return, along with financial statements.
Penalties: Failure to comply can lead to fines, injunctions, or legal action.
Michigan Exempt Organization Business Income Tax (Michigan Department of Treasury – Form 4891 if applicable):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a Michigan Corporate Income Tax return (Form 4891) would be filed to report and pay tax on UBTI.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from Michigan corporate income tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Michigan filings typically require verification or updating of the following:
Your entity’s legal name and Michigan LARA ID number.
The current principal office mailing address.
The name and physical street address of your Michigan Resident Agent.
For Corporations and Non-Profits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
Updated contact information for the entity.
For Corporations: A brief statement of purpose, and sometimes details on authorized shares.
For Non-Profits: Confirmation of your federal tax-exempt status and details regarding any charitable solicitation activities and financial information for charitable reporting.
How can we assist you? We understand that navigating these compliance requirements, especially with Michigan’s different due dates and specific penalties, can be complex. We are here to assist you with understanding and fulfilling your Michigan compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports/Statements with Michigan LARA.
Assisting with the preparation and filing of your Michigan tax returns (e.g., Corporate Income Tax, Flow-Through Entity Tax) (if applicable).
Preparing and filing any applicable non-profit charitable registrations.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with Michigan LARA and, if applicable, the Department of Treasury or Attorney General’s Charitable Trust Section.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Michigan compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
