Instructions Forming a Michigan Corporation

Transcription

1 Contact Information State Business: Entities Department: Michigan Department of Licensing & Regulatory Affairs Bureau of Commercial Services Mailing Address: PO Box Lansing, MI Physical Address: 2501 Woodlake Circle Okemos, MI Phone: Facsimile: Website: Entity Search: Forms & Instructional Video: Statutory Authority: Michigan Business Corporation Act Mich. Comp. Laws (2009) Forms Application for Reservation of Name Articles of Incorporation Letter of Transmittal IRS Form SS-4 Application for Employer Identification Number IRS Form 2553 Election by a Small Business Corporation (used if electing S-Corporation tax filing status) General filing instructions 1. Confirm availability of company name. 2. Complete the Articles of Incorporation. a. The following information is legally necessary and sufficient to form a corporation in Michigan: i. Company name ii. Business purpose iii. Quantity of authorized shares iv. Registered agent name, street address, and mailing address v. Name and address of each incorporator vi. Date vii. Signature of each incorporator viii. Preparer s name and business phone number b. Optional provisions: Although generally not recommended absent a compelling business reason and/or the advice of an attorney, any provision which is required or permitted by any section of Michigan Business Corporation Act to be stated in the bylaws may instead be stated in the Articles Incorporation. 3. Complete the Letter of Transmittal. 4. Submit your completed documents, along with a photocopy of each and your filing fees, to the Michigan Department of Licensing and Regulatory Affairs. Submissions can be made by mail or in person. Page 1 of 5

2 Fee Schedule Name Reservation (optional reserves your name for 6 months) Mail $10.00 Expedite Processing time - 24 hour $50.00 Processing time Same day $ Processing time 2 hour $ Processing time 1 hour $ Articles of Incorporation Filing Fee The minimum fee is based on 1-60,000 authorized shares plus a nonrefundable $60.00 (minimum) fee of $10. Expedite Processing time - 24 hour $50.00 Processing time Same day $ Processing time 2 hour $ Processing time 1 hour $ Certified Copy No charge Annual Report Annual Report Due on or before May 15 th of each year $25.00 Company name Select at least three names for your business. It must end with a corporate designator. In Michigan the specific corporate designators are: Incorporated Corporation Company Limited Inc. Corp. Co. Ltd. Conduct an entity search on the Michigan Department of Licensing and Regulatory Affairs website to confirm the availability of your company name. If the name you want is available you can reserve it online or by mail. The name reservation fee is $ Your name will be reserved for six months. NOTE: Reserving your company name is optional. When selecting your company name you need to take the following into consideration: 1. Your company name should be unique, easily remembered and pronounced, and set you apart from your competition. 2. Your company name must be available, i.e., your proposed name cannot be the same as or similar to an existing corporation. 3. Check domain name availability if you want your URL or domain name to be the same as or similar to your company name you ll need to verify that your desired company name is available as a domain name. 4. Verify that your company name does not conflict with any trademark or service mark by going to 5. Verify that your company name does not conflict with any copyright by going to Incorporator The incorporator is the person who completes, signs, and files the Articles of Incorporation with the state. The only legal requirement for the incorporator is that they be at least 18 years old. The incorporator does not need to be a shareholder, director, officer, or employee of the corporation. For a fee, you can retain an attorney, accountant, or document filing service to be the incorporator. If you complete, sign, and file the Articles of Incorporation, then you are the incorporator. Page 2 of 5

3 Registered agent The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed. Michigan law requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Michigan resident or active Michigan business entity that has a Michigan street address and consents to accept legal papers on your company s behalf. NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Michigan resident and have a Michigan street address. Visit reference180.com if you need help selecting a registered agent. Principal place of business The principal place of business must be the actual physical location of the business. It may not be a post office box. If your corporation is based out of your home, your home address will serve as the business address. Company inception date Your company inception date will be the date your Articles of Incorporation is formally accepted and filed by the Michigan Department of Licensing and Regulatory Affairs. Company duration Unless stated otherwise, Michigan allows your corporation to have perpetual duration, i.e., your corporation can exist forever. Unless there is a compelling business reason to limit the life of the corporation or upon the advice of an attorney to do so, there is no need to amend the Articles of Incorporation Tax filing status Unless you elect otherwise on IRS Form 2553 your corporation will be taxed as a C-corporation. C-corporations report their income and expenses on IRS Form S-corporations use IRS Form 1120S. Accounting year For accounting purposes, your accounting year (calendar or fiscal) should be specified in advance of preparing the bylaws. Consult with a qualified tax and accounting professional to determine what is best for your particular circumstances. Accounting method For accounting purposes, your accounting method (cash or accrual) should be specified in advance of preparing the bylaws. Consult with a qualified tax and accounting professional to determine what is best for your particular circumstances. Business purpose Michigan permits corporations to engage in any lawful activity for which corporations may be organized under the Michigan Business Corporation Act. You have the option to state a specific business purpose. Unless there is a compelling business reason or an attorney advises you to do so there is no need to state a specific business purpose in the Articles of Incorporation. NAICS code Michigan does not require you to specify a NAICS code. Quantity, class, and par value of authorized shares Michigan bases their filing fee on the quantity of shares you specify in the Articles of Incorporation. The $50 minimum fee allows you to authorize up to 60,000 shares. Page 3 of 5

4 Bylaws The corporate bylaws govern how you will manage and operate your corporation and conduct its affairs. The bylaws delineate the rights, powers, and duties of the corporation as well as the rights, powers, and duties of its shareholders, directors, officers, and employees. The bylaws do not supersede Michigan state law or any provision of your Articles of Incorporation. After you receive notice that your Articles of Incorporation has been accepted by the state, you will prepare and adopt bylaws. Shareholders The owners of the corporation are shareholders. You must have at least one shareholder. Directors The directors of the corporation have the ultimate authority and responsibility for managing the corporation. You must have at least one director. Officers The officers of the corporation are statutory officers and usually include a president, secretary, and treasurer. One person may hold all the offices. You must have at least one officer who, at a minimum, shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose. Optional provisions The state provided forms and these instructions ask for and specify what is legally sufficient and necessary to form a Michigan corporation. Nevertheless, Michigan permits you to add other provisions to your Articles of Incorporation. Optional provisions include anything the law permits to be in the bylaws. The most common optional provisions are the following: Terms and qualifications of directors Terms and qualifications of officers Indemnification of directors Indemnification of officers Powers, rights, and responsibilities of shareholders Powers, rights, and responsibilities of directors Powers, rights, and responsibilities of officers Designation of different classes of stock Preemptive rights Cumulative voting rights Close corporation election If you need to include optional provisions in the Articles of Incorporation you should consult an attorney. Post-formation Apply for a Federal Employer Identification Number (FEIN) on IRS Form SS-4. Page 4 of 5

5 If electing S corporation status, file IRS Form 2553 within 75 days of when the election is to take effect. Hold an initial organizational meeting, prepare and adopt bylaws, prepare and adopt resolutions, appoint directors and officers, and issue shares. Open a company bank account. Comply with state and local labor and revenue requirements. Ongoing compliance Michigan must file an annual report and pay a $25 filing fee. The annual report report is due on or before May 15 th of each year beginning the year after incorporation. Protect the corporate veil as well as the shareholders, directors, and officers of the company by adhering to the following: Hold scheduled shareholders and directors meetings the date, time, and place for your meetings should be specified in the bylaws and should be scheduled regularly Hold special meetings when matters of importance come up: entering into a lease, opening a bank account, entering into a significant contract, entering into an employment agreement with key personnel, considering the sale or dissolution of the company Keep impeccable records record meeting minutes, maintain a company record book, maintain a stock ledger reflecting the stock ownership of the corporation and the names and addresses of the shareholders Draft formal resolutions resolutions should be drafted in matters such as the following: officer compensation, contract authorization, property acquisition, loans and guarantees, bank designations, dividend declarations, share issuance, asset purchases and sales, employee benefit plan adoption, financial statement and audit report approval Remember your fiduciary duty to the corporation the directors and officers must always do what is in the best interest of the company and shareholders and keep company matters confidential Sign all documents as an officer in the name of the corporation use a signature block in substantially the following form: By: Company name with designator Officer Title Never comingle all corporate purchases should be made in the name of the company, segregate company assets from personal assets, never use company assets for personal use, maintain company funds in a company account separate from personal accounts, maintain current financial records Always comply with state rules and regulations, corporate charter, bylaws, organizational documents, and contractual obligations; file all appropriate federal, state and local tax returns and pay taxes when due; obtain all necessary permits and licenses Sufficiently fund the company maintain adequate capitalization and operating capital Page 5 of 5