Opening a Company in Michigan LLC or Corporation

To open a company in Michigan, the Articles of Incorporation must be submitted to the state's Department of Licensing and Regulatory Affairs (LARA), a process similar to other states in America.

Michigan, known for its solid industrial vocation, offers significant incentives for investments in the state, particularly in establishing production facilities. This makes it essential to guide foreign companies planning to enter the American market on how to open a company in Michigan.

The Articles of Incorporation must include the following under Michigan corporate law [MI Comp L § 450.1211-1213]:

• Company Name: Include "Corporation", "Company", "Incorporated", "Limited" or the abbreviation "Corp" or "Inc".
• Business Purpose
• Number of Common or Preferred Shares for which authorization is sought
• Name and address of the Registered Agent in Michigan
• Name and address of the Incorporator submitting the Articles of Incorporation
• Registered address and names of any creditors involved in debt reorganization plans
• Written Consents: This optional provision allows for actions normally taken at company meetings to be conducted without notifying shareholders or board members if written consent is obtained from participants

Special Rules for Calling Shareholders’ and Board Meetings in Michigan

Notice for calling Shareholders’ and Board Meetings must be sent at least three days before the meetings. Meetings can be held without notice if written consent from the majority of entitled members is obtained.

Annual Administrative Report in Michigan

An annual administrative report must be submitted to Michigan's LARA, updating or verifying the names and addresses of the Registered Agent, Directors, and Officers. The deadline for submitting the annual administrative report is May 15th.

Corporate Taxation in Michigan:

Corporate income tax in Michigan is a flat rate of 6%. Some cities in Michigan may impose an additional corporate income tax of up to 2%; for example, Detroit applies an additional 2% on corporate incomes.

• Personal Income Tax in Michigan: Personal incomes are taxed at a flat rate of 4.05%.
• Sales Tax in Michigan: The state rate is 6%. No local additions are applied to the sales tax in Michigan.
• Property Tax in Michigan: 1.64%, but rates vary by county.
• Michigan does not tax inheritances.