Michigan Foreign LLC Registration & Certificate of Authority Guide

1. What is Michigan Foreign LLC Registration?

In Michigan, the term “foreign LLC” does not refer to an international business. It describes a limited liability company that was legally formed outside the State of Michigan—either in another U.S. state or a foreign country—and now wishes to legally conduct business activities within Michigan.

Completing Michigan foreign LLC registration allows your existing LLC to obtain legal authority to transact business in Michigan. This authorization is granted by the Michigan Secretary of State after approval of the Foreign Limited Liability Company Application for Registration, commonly referred to as a Certificate of Authority.

2. When is Michigan foreign LLC registration required?

Michigan requires a foreign LLC to register if the company is considered to be transacting business in Michigan. While Michigan statutes do not provide a single, all-inclusive definition, the following ongoing activities generally trigger the registration requirement:

• Maintaining an office, warehouse, storefront, or other physical business location in Michigan
• Hiring employees or regularly engaging contractors who perform work in Michigan
• Providing services or performing projects physically within Michigan on a recurring basis
• Owning, leasing, or operating income-producing real property in Michigan

Activities that usually do NOT require registration

Certain activities are specifically exempt under Michigan law and generally do not require foreign LLC registration. These typically include maintaining bank accounts, holding internal company meetings, defending or settling lawsuits, conducting isolated or one-time transactions completed within 30 days, or selling goods through independent contractors where orders are accepted outside Michigan. However, if your LLC establishes a continuing physical presence, employs workers, owns or operates income-producing property, or regularly conducts business activities in Michigan, foreign LLC registration is strongly recommended.

3. Michigan foreign LLC registration requirements

Before submitting your application, ensure the following information and documents are available and accurate:

1. Exact legal LLC name as registered in the formation jurisdiction
2. State or country of formation and original formation date
3. Michigan Registered Agent with a physical street address in Michigan
4. Principal office address and mailing address
5. Business purpose (general lawful purpose statements are accepted)
6. Date business activity began or will begin in Michigan
7. Certificate of Good Standing issued by the formation jurisdiction

Michigan foreign LLC registration authorizes an existing LLC to conduct business within the state while remaining governed by the laws of its original formation.

4. Michigan foreign LLC name rules

Michigan does not require a separate name reservation before filing a foreign LLC application. However, your LLC name must comply with Michigan naming laws and be distinguishable from other business entities registered with the Michigan Secretary of State.

1. Must include LLC, L.L.C., or “Limited Liability Company”
2. Must be distinguishable from existing Michigan business names on record
3. May not include restricted words unless proper authorization is obtained (such as “bank,” “trust,” or “insurance”)
4. If the legal name is unavailable, the LLC must adopt and register an Michigan assumed business name

5. Michigan Registered Agent requirements

Every foreign LLC registered in Michigan must continuously maintain a Registered Agent within the state. The registered agent serves as the official point of contact for:

• Service of process, including lawsuits and legal notices
• Official correspondence from the Michigan Secretary of State
• Compliance-related notices and filing reminders

Who can serve as an Michigan Registered Agent?

1. An individual who resides in Michigan with a physical street address (P.O. Boxes are not permitted)
2. A business entity authorized to provide registered agent services in Michigan

Why many foreign LLCs choose a professional Registered Agent

1. Helps keep personal addresses off public state records
2. Ensures availability during standard business hours
3. Reduces the risk of missed legal or compliance notices
4. Provides continuity when owners or managers are located outside Michigan

6. How to register a foreign LLC in Michigan (step-by-step)

Step 1: Confirm your LLC is active and in good standing

Before filing for Michigan foreign LLC registration, your LLC must be active and in good standing in its formation jurisdiction. Michigan will not approve registration for an LLC that is administratively dissolved or not compliant in its home state.

Step 2: Obtain a Certificate of Good Standing from your home state

Michigan requires a valid Certificate of Good Standing (also known as a Certificate of Existence or Certificate of Status) issued by the LLC’s formation jurisdiction. The certificate must generally be dated within 60 days of filing the Michigan application.

Step 3: Appoint an Michigan Registered Agent

Your foreign LLC must designate a registered agent with a physical street address in Michigan. The registered agent must be available during normal business hours to accept legal documents and official state notices.

Step 4: File the Foreign LLC Application for Registration

Submit the Foreign Limited Liability Company Application for Registration with the Michigan Secretary of State. Approval of this filing grants your LLC authority to transact business within Michigan.

• Enter the LLC’s legal name exactly as registered in the home jurisdiction
• List the state or country of formation and original formation date
• Attach a current Certificate of Good Standing
• Provide the principal office and mailing address
• Identify the Michigan registered agent and registered office address
• State the date business activity began or will begin in Michigan

Michigan filing fee: $50 Michigan Secretary of State filing fee (standard processing; expedited options available).

Step 5: Receive approval and authority to operate

Once approved, the Michigan Secretary of State issues confirmation granting your LLC authority to conduct business in Michigan. Processing times vary, but online filings are typically approved faster than mailed submissions. Approval documents should be retained for banking, licensing, and compliance purposes.

7. After approval: Michigan taxes, licenses, and banking

A) Michigan state taxes

Once registered, a foreign LLC operating in Michigan is subject to applicable Michigan tax obligations based on its business activity and federal tax classification. Common tax responsibilities may include:

• Michigan adjusted gross income tax or pass-through reporting for LLCs taxed as partnerships or disregarded entities
• Michigan corporate income tax if the LLC elects to be taxed as a corporation
• Sales and use tax if the LLC sells taxable goods or services within Michigan
• Employer withholding tax if the LLC has employees working in Michigan

B) Local business licenses and permits

Michigan does not issue a general statewide business license. However, foreign LLCs may be required to obtain local permits or licenses at the city or county level depending on business location and industry. Regulated activities such as construction, professional services, food service, or transportation often require additional approvals.

C) EIN and banking

Registering as a foreign LLC in Michigan does not create a new legal entity. Most foreign LLCs continue using their existing Employer Identification Number (EIN) issued by the Internal Revenue Service. Michigan registration does not require applying for a new EIN.

Financial institutions may still request the following when opening or maintaining accounts tied to Michigan operations:

• Michigan foreign LLC approval documentation
• Certificate of Authority issued by the Michigan Secretary of State
• LLC Operating Agreement
• EIN confirmation letter from the IRS (EIN resource)
• Identification for members or managers

8. Michigan foreign LLC fees & ongoing costs

• Foreign LLC Application for Certificate of Authority: $50 Michigan Secretary of State filing fee
• Certificate of Good Standing (home jurisdiction): Cost varies depending on the formation state or country
• Michigan Registered Agent service: typically $100–$300 per year
• Michigan Annual Statement: $25 filing fee (due annually by February 15)
• Local licenses and permits: cost varies by city, county, and regulated activity

9. Michigan foreign LLC compliance tips

• Maintain an active Michigan registered agent at all times
• File the Michigan Annual Statement each year by February 15
• Keep the LLC in good standing in its formation jurisdiction
• Monitor Michigan tax registrations and filing obligations
• Retain copies of registration approvals, tax filings, and compliance documents in an organized system

10. Conclusion

Michigan foreign LLC registration enables an existing LLC to lawfully expand and operate within Michigan while continuing to be governed by the laws of its original formation jurisdiction. By appointing a registered agent, filing the required application, and meeting ongoing reporting and tax obligations, foreign LLCs can operate in Michigan with legal certainty.

With FormLLC, founders receive structured guidance, jurisdiction-specific clarity, and compliance-focused support to complete Michigan foreign LLC registration correctly and maintain good standing long term.