A Michigan LLC operating agreement is a legal document that details the ownership of each LLC member, addresses how issues are resolved, and creates rules for your business. Make sure that you stipulate each member’s responsibilities in the operating agreement, how new members are admitted or transferred, the process for altering or dissolving the LLC, or how the profits are distributed.
Is an LLC Operating Agreement Required in Michigan?
NO, an LLC operating agreement isn’t required in Michigan, but it’s highly encouraged to protect the members’ assets from the businesses’ creditors.
By Type
Single-Member LLC Operating Agreement
Establish the procedures for running a one-person limited liability company.
Multi-Member LLC Operating Agreement
Use to establish a clear understanding of how your LLC will operate.
Laws
Michigan’s general LLC operating agreement laws are clearly set out in the Limited Liability Company Act (Act 23 of 1993.):
- § 450.4215: Operating agreement unenforceable.
- § 450.4308: Distribution; violating operating agreement or MCL 450.4307; liability of members or managers; presumption of assent; knowledge of violation; contribution; commencement of proceeding.
Costs and Fees
- Articles of organization filing fee – $50 (additional expedited fee options available).
- Name reservation fee – $25.
- Annual report fee – $25.
Do submit your annual report on time (until February 15 each year), or you will pay a penalty of $50.
How to Form an LLC in Michigan
Starting an LLC in the state of Michigan only involves a few steps. We have detailed everything you need below:
Step 1 – Name your LLC
The first thing you need to do is choose a name for your LLC. We advise that you choose at least three names if your first choice is unavailable. Take your time selecting the best name for your LLC, and consider reserving this name so that no one else can take it.
You’ll need to apply to the Department of Licensing and Regulatory Affairs. They can reserve that name for up to six months, so ensure you have taken the necessary steps to establish your LLC.
Step 2 – Appoint a Michigan-based Agent
While you or a member of your LLC can serve as the registered agent, you have the option to hire an individual or company outside of your LLC. This will be your point of contact for legal matters. The registered agent can help you manage important documents, remind you of important dates, and ensure you meet all legal requirements.
Step 3 – File Your Articles of Organization
The next step is to file your articles of organization with the Department of Licensing and Regulatory Affairs – Corporations, Securities, and Commercial Licensing Bureau (CSCL).
You can file the paperwork in person, online, or by mail. There is also an expedited option with additional fees — you can choose to have the process completed in an hour, two hours, or within 24 hours.
Step 4 – Create your Michigan Operating Agreement
It’s not mandatory to create an LLC operating agreement in the state of Michigan, but it’s highly recommended for you and the members’ protection. The operating agreement covers how your LLC is managed, the rules of your company, and the percentage ownership. It also details how finances are handled and other necessary regulations.
Step 5 – Apply for an EIN
The last step would be to secure a Federal Employer Identification Number or EIN to finalize your LLC in Michigan. You need the EIN for tax purposes and for opening business accounts. You can get your EIN at the Internal Revenue Service website, by fax, or by mail.
As soon as you have the EIN, we suggest opening a business bank account to help you sort out your finances better.
Sample
Use our LLC operating agreement template below to help you start your company in Michigan.
