• STATE OF MICHIGAN


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STATE OF MICHIGAN
Entrepreneur’s Guide
Michigan Department of
Energy, Labor & Economic Growth
Bureau of Commercial Services
Corporation Division
www.michigan.gov/corporations
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Corporation Division, Bureau of Commercial Services
PO Box 30054
Lansing, Michigan 48909-7554
Corporation Division Phone Number ................................................... (517) 241-6470
Corporation Division Fax Numbers
Mich-Elf to submit documents (Must have Mich-Elf Filer account) ..... (517) 636-6437
Mich-Elf Application (To establish or update Mich-Elf Filer account)... (517) 241-6445
Orders for Certificates, Copies, or Information Requests .................... (517) 241-0538
Information about specific entities, name availability, forms and other information from
the Corporation Division is available on the website, by phone, by fax, in person or by
mail.
Copies and certificates may be ordered by phone, fax, in person or mail. There is a
minimum charge of $6 per entity.
Documents may be submitted for filing through MICH-ELF, by mail or in person.
Website (www.michigan.gov/corporations)
Information on the website regarding specific entities is updated daily and includes
document images, date of incorporation/organization, resident agent, registered office
address, assumed names, prior names, year of last annual report, year of report with
officers and directors, and status. A search may be conducted by entity name, key
word, or identification number assigned by the Corporation Division.
Electronic Filing
MICH-ELF: The MICH-ELF service allows all Corporation Division documents, other
than annual reports, to be filed electronically. Using a fax machine, documents can be
sent to the fax gateway 24 hours a day, seven days a week. The documents are
received as electronic images and displayed on a computer screen.
Customers can obtain a filer number by completing form BCS/CD-901, MICH-Elf
Application, or comparable document which contains the following:
- Name, address and phone number of MICH-ELF applicant
- Fax number for return of document
- Type of credit card (At present, only VISA and MasterCard are accepted)
- Credit card number, expiration date, name of cardholder, and billing street address
and zip code
- Contact person, phone and fax number if other than applicant
Fax the completed Mich-Elf Application to (517) 241-6445.
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Once the filer number is received, you may then fax your document(s) to (517) 636-
6437. The filer number should be added to each future transaction, form BCS/CD-900,
MICH-ELF Cover Sheet may be used. First time MICH-ELF user requesting expedited
service must obtain a MICH-ELF filer number prior to submitting a document for
expedited service.
The document will be processed electronically and stored on optical disk (WORM -
Write Once Read Many). If the document is illegible or requires modification or
adjustment, the customer must submit a replacement document. MICH-ELF documents
must be sent using a setting of high (or fine) resolution, namely 200 DPI (dots per inch)
vertical and horizontal resolution. The document should have a half-inch border on the
right-hand margin and bottom.
Filings more than ten pages transmit very slowly; therefore a maximum of ten pages
can be submitted with each MICH-ELF transmission, including the fax cover sheet.
Documents of more than ten pages should be mailed to P.O. Box 30054, Lansing, MI
48909-7554 or brought in person to the Bureau.
Customers may request good standing certificates and certified copies of the document
being filed through MICH-ELF. The cost for the order will be charged to the customer’s
credit card.
FILEOnline (web/email submissions)
FILEOnline is a new service offered by the Michigan Corporation Division that allows
business entities to file annual reports and annual statements from our website.
The service also allows users to submit documents to our electronic filing system
(MICH-ELF) from an email link ([email protected]).
For more information, please see FILEOnline on our website.
In Person service
The Corporation Division of the Bureau of Commercial Services is located at 2501
Woodlake Circle, Okemos, Michigan and the Bureau is open Monday through Friday
from 8 a.m. - 5 p.m. EST. Computer terminals are available for customer use to view
documents or to search records on the database, free of charge. Forms are also
available. Documents and reports may be submitted for review, and copy and/or
certificate requests can also be ordered.
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Mail Services
Orders for copies or certificates, requests for information about filing requirements for
documents, general information questions, requests for information on a specific entity
or name availability inquiries, or documents to be filed, may be mailed to:
Department of Energy, Labor & Economic Growth
Bureau of Commercial Services
Corporation Division
P.O. Box 30054
Lansing, MI 48909-7554
Requests for information about annual report filing requirements may be mailed to:
Department of Energy, Labor & Economic Growth
Bureau of Commercial Services
Corporation Division
P.O. Box 30057
Lansing, MI 48909-7557
Effective January 1, 2006
Fees for shares of profit corporations are substantially reduced and
expedited services for documents are expanded and improved.
PROFIT CORPORATION FEES FOR SHARES REDUCED
Public Act 212 of 2005, effective January 1, 2006, signed by Governor Granholm on
November 21, 2005, amended section 1062 of the Business Corporation Act. It
substantially reduces the fees profit corporations pay for authorized shares greater than
60,000.
The new fees for initial authorized shares and increases in authorized shares for
Michigan profit corporations and for authorized shares attributable to Michigan for
foreign profit corporation* qualified to do business in Michigan are:
1-60,000 $50
60,001-1,000,000 $100
1,000,001-5,000.000 $300
5,000,001-10,000,000 $500
More than 10,000,000 $500 for first 10,000,000 plus $1000 for each
additional 10,000,000, or portion thereof
*The former fee schedule applies to increases in authorized shares attributable to
Michigan that occurred prior to January 1, 2006.
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*Foreign corporations only pay for the authorized shares attributable to Michigan. At the
time of application for Certificate of Authority to do business in Michigan 60,000 shares
are considered initially attributable to Michigan. Additional fee is due when shares
attributable to Michigan increase. The number of shares attributable to Michigan is
determined by multiplying the total number of authorized shares of the foreign
corporation by the most recent apportionment percentage used in the computation of
the single business tax. If the corporation’s business activities are confined solely to
Michigan, the total number of authorized shares are considered attributable to Michigan.
24-HOUR, SAME DAY, 2-HOUR, AND 1-HOUR EXPEDITED SERVICE FOR
DOCUMENTS
Public Acts 217-220, effective January 1, 2006, signed by Governor Granholm on
November 21, 2005, follows Delaware and permits the customer to obtain review and
filing of their document, if fileable, within the time frame that best suits the customer's
needs. Expedited service is available for all documents for profit corporations, limited
liability companies, limited partnerships and nonprofit corporations. First time MICH-ELF
user requesting expedited service must obtain a MICH-ELF filer number prior to
submitting a document for expedited service.
Complete a separate Expedited Service Request, form BCS/CD 272, for each
document for which expedited service is being requested.
24-hour service: Any document concerning an existing entity..................... $100
Formation documents and applications for certificate of authority……….$50
Same day, other than 1 or 2 hour, must be received by 1 p.m. EST or EDT
Existing domestic entity or qualified foreign entity ................................... $200
Formation documents and applications for certificate of authority ......... $100
2 hour on same day as request, must be received by 3 p.m. EST or EDT... $500
1 hour on same day as request, must be received by 4 p.m. EST or EDT. $1000
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TABLE OF CONTENTS
INTRODUCTION............................................................................. 1
BUREAU OF COMMERCIAL SERVICES ....................................... 1
CHOOSING A BUSINESS NAME ................................................... 1
Sole Proprietorships and Copartnerships
Corporations, Limited Partnerships and
Limited Liability Companies
SECURITIES LAW .......................................................................... 2
LIABILITY FOR TAXES................................................................... 2
FILING AT THE COUNTY LEVEL................................................... 2
Sole Proprietorship ............................................................ 3
Name.................................................................................... 3
Copartnership ..................................................................... 3
Name.................................................................................... 3
Changes in Business Structure ............................................ 4
FILING AT THE STATE LEVEL ...................................................... 4
Limited Liability Partnership ............................................. 4
Name.................................................................................... 5
Resident Agent and Registered Office ................................. 5
Purpose ................................................................................ 5
Limited Partnership............................................................ 5
Name.................................................................................... 6
Resident Agent and Registered Office ................................. 7
Purpose ................................................................................ 7
Changes in Business Structure ............................................ 7
Amendments ........................................................................ 7
Restated Certificate .............................................................. 7
Mergers ................................................................................ 7
Cancellation.......................................................................... 8
Converting ............................................................................ 8
Foreign Limited Partnership.............................................. 8
Name.................................................................................... 9
Changes in Business Structure ............................................ 9
Change in Registration Information ...................................... 9
Cancellation of Registration.................................................. 9
Corporations ....................................................................... 9
Domestic Profit Corporations.......................................... 10
Name.................................................................................. 10
Resident Agent and Registered Office ............................... 11
Purpose .............................................................................. 11
Directors/Incorporators ....................................................... 11
Shares ................................................................................ 11
Domestic Nonprofit Corporations................................... 11
Name.................................................................................. 11
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Resident Agent and Registered Office ............................... 12
Purpose .............................................................................. 12
Members ............................................................................ 12
Board of Directors............................................................... 12
Incorporators ...................................................................... 13
Corporation Information Update ......................................... 13
Changes in Business Structure .......................................... 13
Changes to Articles of Incorporation................................... 13
Changes in Resident Agent or Registered Office ............... 13
Dissolution .......................................................................... 14
Mergers .............................................................................. 14
Foreign Corporation......................................................... 14
Name.................................................................................. 15
Resident Agent and Registered Office ............................... 15
Changes in Business Structure .......................................... 15
Mergers .............................................................................. 16
Withdrawal.......................................................................... 16
Registration of Name by Foreign Corporation .................... 16
Professional Service Corporation................................... 16
Limited Liability Company .............................................. 17
Domestic Limited Liability Company ............................. 17
Name.................................................................................. 17
Resident Agent and Registered Office ............................... 18
Purpose .............................................................................. 18
Changes in Business Structure .......................................... 18
Changes to the Articles of Organization ............................ 18
Dissolution .......................................................................... 18
Annual Statement ............................................................... 19
Mergers .............................................................................. 19
Changes in Resident Agent or Registered Office ............... 19
Foreign Limited Liability Company ................................ 19
Name ................................................................................. 20
Resident Agent and Registered Office ............................... 20
Changes in Business Structure .......................................... 20
Changes in Company Name or Other Changes
in the Business ................................................................... 20
Mergers .............................................................................. 20
Withdrawal.......................................................................... 20
Professional Service Limited
Liability Company............................................................. 21
Additional information available
from the bureau ............................................................................. 21
Common reasons documents are
returned......................................................................................... 23
Forms and filing fees ..................................................................... 24
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INTRODUCTION
The purpose of this pamphlet is to inform you about the different business
entities which exist under Michigan law. These different business entities include sole
proprietorships, copartnerships, limited liability partnerships, limited partnerships,
corporations, and limited liability companies. Each one of these business entities has its
own advantages and disadvantages, and it is our belief that this pamphlet will help you
choose the best business to fit your needs.
The Bureau of Commercial Services hopes that a greater understanding of the
different business entities that can be chosen will help you avoid problems in the future
and make the creation of your business as easy as possible. If any questions or
problems arise, you are welcome to call or visit the Bureau.
This pamphlet in not intended to be a substitute for legal counsel. The
advantages and disadvantages listed for the various types of entities are not an
exhaustive list. There may be other advantages and disadvantages. In determining
which type of business organization best meets the needs of the proposed business,
and to fully understand the legal, business, tax and financial obligations for each type of
organization, you should consult with an attorney, accountant, or other professional.
BUREAU OF COMMERCIAL SERVICES
The Bureau of Commercial Services serves to protect the health, welfare and
safety of Michigan citizens and to encourage the growth of business in Michigan, while
at the same time protecting consumers. The Bureau is comprised of three divisions: the
Corporation Division, the Licensing Division and the Enforcement Division.
The Corporation Division provides services that enable corporations, limited
partnerships, limited liability companies, and limited liability partnerships to be formed,
and for foreign entities to obtain a certificate of authority to transact business in the
State, as required by Michigan Law. The Division also maintains a record of the
documents filed by these business entities and makes this information available to the
public. State trademarks, service marks, and insignias are also registered with the
Division.
The Licensing Division is responsible for the licensing, registration and specialty
certification of individuals who engage in the practice of certain professions and
occupations.
The Enforcement Division is responsible for the investigation and prosecution of
complaints filed against licensees, investigation and prosecution of fraudulent business
practices by businesses licensed or regulated by this bureau, and taking appropriate
criminal, civil or administrative action as necessary to protect Michigan citizens.
CHOOSING A BUSINESS NAME
The legal structure selected for a business determines where the business is to
file its name. Sole proprietorships and copartnerships file their names with the county
clerk in the county in which their business is located, and also in any other county in
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which they transact business or have an office. The name standard applied to the
names of sole proprietorships or copartnerships by the county clerk is that the name
cannot be the same as or so similar to a name already on file with the county as to
cause confusion or deception.
Limited partnerships, limited liability companies, and corporations are created by
filing the appropriate documents with the Bureau. These entities must select a name
that is distinguishable on the records of the administrator from other active names. The
term distinguishable on the records of the administrator has been defined by guidelines.
A name is distinguishable if it has a different sequence of letters or numbers from other
names. Filing with the agency creates no substantive rights to the use of a name. The
entity may wish to exercise care in selecting a name to avoid infringing on the names
filed with the county clerk or filed with the Bureau by another limited partnership, limited
liability company, or corporation, or being used by another entity as a trademark,
service mark or trade name. To protect any rights a business claims to its name, the
business entity must police its name and respond to anyone who infringes on its rights.
SECURITIES LAW
The Michigan Uniform Securities Act, 265, P.A. of 1964, sets forth particular
requirements for the offer and sale of securities. Securities include shares of stock in a
corporation, limited partnership interests and other interests in profit sharing
arrangements. Prior to offering or selling any security, the business should contact an
attorney regarding the requirements of the statute. Questions on the registration or
exemption of securities offerings can also be directed to the Office of Financial and
Insurance Regulation, Division of Securities at 1-877-999-6442, by writing to the
Division of Securities, P.O. Box 30701, Lansing, MI 48909-8201, or by email to ofir-sec-
[email protected]
LIABILITY FOR TAXES
A business may be responsible for a variety of taxes. To obtain specific
information regarding tax liability you should consult a tax expert. You may also contact
the Internal Revenue Service, Michigan Department of Treasury, or your local unit of
government for specific information regarding taxes you are required to pay.
Nonprofit organizations should contact a tax expert for assistance in determining
tax liability and possible tax exemptions. Creation of a nonprofit corporation does not
automatically create a tax exemption.
FILING AT THE COUNTY LEVEL
Some business organizations, including sole proprietorships and copartnerships,
must file their name with the county clerk rather than with the state. The county clerk’s
office in counties where business will be conducted should be contacted for forms and
filing fees.
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SOLE PROPRIETORSHIP
A sole proprietorship is a business that is owned by one individual. The owner is
personally responsible for all the debts of the business even in excess of the amount
invested in the business. If the business operates under a name other than the
individual’s name, a “Certificate of Persons Conducting Business Under Assumed
Name” must be filed with the county clerk in every county in which business in
transacted. The certificate must include all of the following information:
− Name under which the sole proprietorship will transact business in the county.
− Name and business or residence address of the owner.
− The county or state where business was organized, if not organized in that
county.
− Nature of the entity.
Name
The county in which the sole proprietorship is filing reviews the documents
submitted and processes these if the documents meet certain standards including name
availability. The proposed name of the sole proprietorship may not be available if it is
misleading, confusing, or deceptively similar to the name of another business entity.
Advantages Disadvantages
1. Easiest to form 1. Unlimited liability to owners
2. Low start up costs 2. Lack of continuity
3. Owner in direct control 3. Difficult to raise capital
COPARTNERSHIP
A copartnership is a legal entity that is jointly owned by two or more persons. The
owners are personally responsible for all debts of the business, even debts in excess of
the amount they invested in the business. Generally copartners enter into a written
agreement governing the copartnership and an attorney should be consulted to prepare
such an agreement. When forming a copartnership a “Certificate of Copartnership” or a
“Certificate of Persons Conducting Business Under Assumed Name” must be filed with
the county clerk in all the counties in which the business is to be conducted. The
Certificate of Copartnership must include all of the following information:
- Name under which the copartnership will transact business in the county.
- The term of the copartnership
- Name and business or residence address of the partners.
- Nature of the entity.
Name
The county in which the copartnership is filing reviews the documents submitted
and processes these if the documents meet certain standards, including name
availability. The proposed name of the copartnership may not be available if it is
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misleading, confusing or deceptively similar to the name of another business entity
transacting business in that county. If the copartnership is to operate under one or more
names other than its true name, it may also file those assumed names, pursuant to P.A.
101 of 1907.
Changes in Business Structure
After the initial “Certificate of Copartnership” or “Certificate of Persons
Conducting Business Under an Assumed Name” has been filed, changes may occur
which will require the filing of additional documents such as change of name or address.
These changes are filed with the county clerk’s office where the original document was
filed. If you are doing business in more than one county, you would need to file this
information in each county where you originally filed.
Advantages Disadvantages
1. Relatively easy to form 1. Unlimited liability to
2. Low start up cost owners
3. Partners can provide 2. Lack of continuity -
additional capital terminates on death or
4. Broader management withdrawal of partner
voice
FILING AT THE STATE LEVEL
An existing partnership may register as a limited liability partnership by filing an
application with the Bureau of Commercial Services. To create a limited partnership,
corporation, or limited liability company, filing is required with the Bureau. Domestic
organizations are those formed in Michigan and foreign organizations are those formed
in another jurisdiction but operating within the state. In addition, all filings for foreign
limited liability partnerships, limited partnerships, corporations, and limited liability
companies are made with the Bureau.
Limited Liability Partnership
A limited liability partnership is a business entity that is formed by two or more
persons. The owners of the partnership are personally liable for all debts of the
business, except those debts resulting from acts committed by another partner or a
representative of the partnership not working under the supervision or direction of the
partner at the time the acts resulting in liability occurred. The joint and several liability of
partners for debts and obligations of the partnership arising from other causes is not
limited.
A partnership which has filed a “Certificate of Copartnership” or a “Certificate of
Persons Conducting Business Under Assumed Name” with the county clerk of the
counties in which the business is to be located may register the partnership as a limited
liability partnership by filing with the Bureau. The application to register a limited liability
partnership must include all of the following information:
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− Name of the limited liability partnership, which must contain the words “Limited
Liability Partnership” or the abbreviation “L.L.P.” or “LLP” as the last words or
letters of its name.
− The address of the partnership’s principal office
− General nature of the partnership’s business
− If the partnership is a foreign limited liability partnership, the registered agent and
registered office in Michigan upon whom legal service of process may be served.
Name
Since limited liability partnerships are existing entities formed in various counties,
names may be the same or similar. The Corporation Division reviews the application,
and if it substantially conforms to the Act, registers the partnership as a limited liability
partnership for one year. Renewal is required each year to maintain limited liability
partnership status.
If a limited liability partnership desires to operate under one or more names other
than its true name, a “Certificate of Persons Conducting Business Under Assumed
Name” must be prepared and filed with the various counties in which the partnership is
transacting business. The name of the limited liability partnership may not be available if
it is misleading, confusing, or deceptively similar to the name of another business entity.
Registered Agent and Registered Office
A registered agent and registered office must be named in the Application to
Register a Limited Liability Partnership if the partnership is a foreign entity. A registered
agent is someone who is appointed by the partnership to receive any documents,
notices, or demands served upon the company. The registered agent must be an
individual of this state, a Michigan corporation, or a foreign corporation with a Certificate
of Authority to transact business in Michigan.
Purpose
Any partnership, including limited partnerships, may register as a limited liability
partnership. Partnerships may be formed to transact any lawful business.
Advantages Disadvantages
1. Some limited liability 1. Some liability for
to partners partnership debts and
2. Relatively easy to form general liability for own acts
3. Low start up cost 2. Lack of continuity -
4. Partners can provide terminates on death or
additional capital withdrawal of partner
3. Divides authority among
partners
Limited Partnership
A limited partnership is a partnership formed by two or more persons under the
laws of Michigan and having one or more general partners and one or more limited
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partners. The general partners are liable for all the debts and obligations of the firm,
while limited partners are responsible only for the debts and obligations of the amount
that they contributed. A limited partnership must have at least one general partner and
one limited partner. One person may not form a limited partnership by being designated
as the only limited and general partner.
In order to form a limited partnership, two or more partners, including all of the
general partners, must execute a Certificate of Limited Partnership (form BCS/CD-401).
Existence of the limited partnership begins when the Certificate of Limited Partnership
has been filed by the Bureau. A Certificate of Limited Partnership must include all of the
following information:
− Name of the limited partnership, which must contain the words “Limited
Partnership”.
− Resident Agent and Registered Office in Michigan upon whom legal service of
process may be served.
− General nature of the partnership’s business.
− The term of the limited partnership.
− Name and business or residence address of each partner.
− Any agreements between partners regarding terminations, distribution of assets,
dissolution and any other matters that the partners may decide to include.
Name
The Corporation Division reviews the documents submitted and files documents
that substantially conform with the requirements of the Act. The proposed name of a
limited partnership must be distinguishable from the name of other domestic or foreign
corporations, limited partnerships, or limited liability companies. The name also may not
contain a word or phrase indicating it is organized for a purpose other than is stated in
the Certificate of Limited Partnership.
In addition, the name of the limited partnership may only contain the name of a
limited partner if 1) the name is also the name of a general partner or the corporate
name of a corporate general partner, or 2) the business of the partnership had been
carried on under that name before the admission of that limited partner. A limited
partnership name may not include the words “corporation”, “incorporated”, or any
abbreviation or derivative of those words.
If a limited partnership desires to operate under one or more names other than
the partnership’s true name, a Certificate of Assumed Name (form BCS/CD-541) must
also be filed. The assumed name must be distinguishable from the names of active
limited partnerships, corporations or limited liability companies. The certificate of
assumed name expires on December 31 of the fifth full calendar year following the year
in which it was filed. A preprinted renewal form is mailed to the limited partnership
address 90 days prior to expiration.
Prospective partners should wait until their certificate of limited partnership is
filed before ordering or purchasing items such as signs, business cards and stationery
to avoid problems that may arise due to a conflict with another entity’s name.
To determine if a name is available, use the Name Availability program on the
Bureau’s website at www.michigan.gov/corporations, call the Corporation Division’s
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Business Services Section at (517) 241-6470 or fax your request to (517) 241-0538.
The search is a preliminary check and is not a guarantee that the name will be available
when your documents are received.
If more time is needed to organize the limited partnership, the name may be
reserved by filing an application for that purpose and paying the required fee. This
reservation reserves the name for 120 days and can be extended for two periods of 60
days each.
Resident Agent and Registered Office
A resident agent and registered office must be included in the Certificate of
Limited Partnership. A resident agent is someone who is appointed by the limited
partnership to receive any documents, notices, or demands served upon the
partnership. The resident agent must be an individual resident of this state, a Michigan
corporation, or a foreign corporation with a certificate of authority to transact business in
Michigan. If a resident agent and registered office are not named in the certificate, the
submitter will be contacted to obtain the information.
Purpose
A limited partnership may be formed for any legal purpose under the Michigan
Revised Uniform Limited Partnership Act. The key to this section is to provide enough
information to determine whether the purpose is legally permitted under Michigan law.
Changes in Business Structure
After the limited partnership is formed, changes may occur which will require the
filing of additional documents to reflect these changes.
Amendments to the Certificate of Limited Partnership
The Certificate of Limited Partnership must be amended within 60 days after a
change in the amount or character of any limited partner’s contribution or obligation to
contribute, the admission or withdrawal of a partner, or the continuation of the business
after the withdrawal of a general partner. A Certificate of Amendment (form BCS/CD-
403) should be completed and filed to make any corrections or changes to the
information contained in the Certificate of Limited Partnership.
Restated Certificate of Limited Partnership
Separate amendments to the Certificate of Limited Partnership may be integrated
into a single document by filing a Restated Certificate of Limited Partnership (form
BCS/CD-402).
Mergers
One or more domestic limited partnerships may merge or consolidate with one or
more domestic or foreign limited partnerships under a plan of merger or consolidation
as provided in the Act. One or more domestic limited partnerships may merge into one
or more business organizations if the requirements of the Act are satisfied. After the
plan of merger is approved, a Certificate of Merger (form BCS/CD-550m) must be filed
with the Bureau by one or more general partners.
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Certificate of Cancellation
After a limited partnership is dissolved and commences winding up its affairs, it is
necessary to complete and file a Certificate of Cancellation (form BCS/CD-404) to
cancel the limited partnership.
Advantages Disadvantages
1. Limited liability to 1. Lack of management voice
limited partners for limited partners
2. Investment by limited 2. Unlimited liability to
partners is a potential general partners
source of venture capital 3. Divided authority if more
3. No management than one general partner
responsibility for
limited partners
Converting a Partnership to a Limited Liability Company
The Limited Liability Company Act permits domestic partnerships or domestic
limited partnerships to convert to a limited liability company. The terms and conditions of
the conversion shall be approved by the partners. The Articles of Organization and
Certificate of Conversion (BCS/CD-753) are filed with the Bureau.
Foreign Limited Partnership
Foreign limited partnerships are those organized under the laws of any other
state. Foreign limited partnerships that are “transacting business” in Michigan must first
register with the Bureau. The term “transacting business” is a technical one given
meaning by court decisions based on the facts of the applicable case. The Revised
Uniform Limited Partnership Act sets out particular activities, which in and of themselves
do not constitute transacting business. In determining whether it is necessary to
register, the limited partnership should look at the proposed activities in this state, the
statute, and applicable court decisions. A booklet containing the statute is available from
the Bureau.
A foreign limited partnership that does not register, but is transacting business in
Michigan, may not sue in Michigan courts. Other legal and technical aspects of not filing
should be discussed with an attorney.
If a registration is needed by a foreign limited partnership, an Application for
Registration To Transact Business (form BCS/CD-411) should be completed and filed
with the Bureau’s Corporation Division. The Certificate should include the following
information:
− Name under which the limited partnership will transact business in Michigan.
− Name of resident agent and address of registered office in Michigan.
− General nature of business to be transacted.
− State and date of formation in its home state.
− Street address of main principal office.
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− Name and address of each partner if not filed in state of organization.
Name
To determine if a name is available, use the Name Availability program on the
Bureau’s website at www.michigan.gov/corporations, call the Corporation Division’s
Business Services Section at (517) 241-6470 or fax your request to (517) 241-0538.
The search is merely a preliminary check and is not a guarantee that the name will be
availab


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