What is a Foreign LLC in Michigan – Definition and Filing

If you have an LLC in Michigan and want to expand your business beyond Michigan, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Michigan, must file a foreign LLC in Michigan. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Michigan government.

In this article, you’ll be reading about how to start a foreign LLC in Michigan. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Michigan after you form it.

Forming a Foreign LLC in Michigan

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Michigan, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Michigan) and wants to expand their operations in Michigan can file their LLC as a foreign entity. To start a foreign LLC in Michigan, you need to register it with the Michigan Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Michigan for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Michigan. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Good Standing From Home State

Before you proceed to register your LLC in Michigan as a foreign entity, you must get the Certificate of Good Standing issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Michigan, then you must obtain the Certificate of Good Standing from Michigan Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Michigan must get this document to register a foreign LLC in Michigan.

Filing Certificate of Good Standing: To obtain the Certificate of Good Standing for your Michigan LLC, you must Search Business and Request Certificate of Good Standing on the official LARA portal. You can search by your LLC name, individual name, or business ID. Once the business details show on the page, you can ‘Request Certificate’ by clicking on the option.

Step 2: Choose Michigan Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Michigan Secretary of State. Your LLC’s legal name outside of Michigan will be listed on the application, along with the name it will use in Michigan. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Michigan to use. Check name availability at Michigan’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Michigan when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Michigan Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Michigan, you must have a registered agent from Michigan only. No matter where your domestic LLC is located, you must hire a registered agent from Michigan for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Michigan and take note that the Michigan Resident Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for Michigan Foreign LLC

The most important step is to send the application for registration with Michigan SOS. Download the PDF form from the Michigan Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

LLC’s full legal name.
A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
- DBA filing method in Michigan: three methods, online, by mail, and in person filing.
- Online: For online filing, check the Michigan Corporations Online Filing. There, look for the “Assumed Names” section. You will get the registration form.
- Offline: For filing offline, you must send the downloaded PDF form to the Michigan Department of Licensing and Regulatory Affairs, Corporations, Securities & Commercial Licensing Bureau, Corporations Division, P.O. Box 30054, Lansing, MI 48909 or drop it off in person at the 2501 Woodlake Circle, Okemos, MI
- DBA filing fee in Michigan: $25 for LLCs and $10 for LPs
LLC’s principal office and mailing addresses
LLC formation state and date.
Registered agent’s name and address in Michigan.
Date when your LLC will start operations in Michigan.
Credit card information is on the last page of the form for the application fee.

Online Filing

Not Applicable

Offline Filling

In Michigan, filing a foreign LLC by offline method is easy. Just like filing a domestic LLC, you are required to submit the Foreign LLC Registration Form after filling it up with correct information. Submit the form to the SOS address at Michigan Department of Licensing and Regulatory Affairs, Corporations, Securities & Commercial Licensing Bureau — Corporations Division, P.O. Box 30054, Lansing, MI 48909.

Foreign LLC Registration Fee in Michigan: It costs $50 to form a foreign LLC in Michigan. This is a processing fee everyone needs to pay to the SOS. There is no online method of filing, hence, the payment must be made at the time of physical of by mail submission of the registration form.

The LLC cost in Michigan, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Michigan’s domestic and foreign LLCs.

Step 5: Determine How Your Michigan Foreign LLC is taxed

Foreign LLCs are also subjected to the Michigan Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Michigan for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Michigan. However, it is recommended to check with the Michigan Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Michigan Foreign LLC Online – Quick Recap

Get the Certificate of Good Standing from your home state where your LLC is originally registered
Check if the name of your LLC is available in Michigan to use for your foreign LLC. If not, file DBA name with Michigan SOS.
Get a registered agent in Michigan to represent your foreign LLC in Michigan. Recommended, professional help instead of being your own registered agent.
File the Application of Foreign LLC with the Michigan Secretary of State following the mentioned method(s) above.
Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Michigan with the FinCEN.

After Forming Michigan Foreign LLC

Here are added things you need to accomplish after forming your Michigan Foreign LLC

Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Michigan Department of Licensing and Regulatory Affairs.
File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Michigan. Here’s everything about Michigan LLC Annual Reports.
Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What are the steps to form a foreign LLC in Michigan?

To form a foreign LLC in Michigan, you must file a Certificate of Authority with the Michigan Department of Licensing and Regulatory Affairs.

Do I need to appoint a registered agent for my foreign LLC in Michigan?

Yes, you are required to have a registered agent in Michigan for your foreign LLC.

What are the ongoing requirements for a foreign LLC in Michigan?

Foreign LLCs in Michigan are required to file an annual statement and pay a filing fee.

Does a foreign LLC in Michigan need to pay a franchise tax?

Yes, foreign LLCs in Michigan must pay a franchise tax.

Can I file the Certificate of Authority for my foreign LLC online in Michigan?

No, the Certificate of Authority must be filed by mail or in person with the Michigan Department of Licensing and Regulatory Affairs.

How long does it take to process the Certificate of Authority for a foreign LLC in Michigan?

The processing time for the Certificate of Authority in Michigan can vary but is typically around 7-10 business days.

Is there a publication requirement for foreign LLCs in Michigan?

No, there is no publication requirement for foreign LLCs in Michigan.

Can I form a foreign LLC in Michigan if my home state does not allow LLC formation?

No, you must be approved to operate an LLC in your home state before forming a foreign LLC in Michigan.

Are there any naming restrictions for foreign LLCs in Michigan?

Foreign LLCs in Michigan must include the words “Limited Liability Company” or the abbreviations “LLC” or “L.L.C.” in their name.

What is the filing fee for a Certificate of Authority for a foreign LLC in Michigan?

The filing fee for a Certificate of Authority in Michigan is $50.

Do foreign LLCs in Michigan need to obtain an Employer Identification Number (EIN)?

Yes, foreign LLCs in Michigan must obtain an EIN from the IRS.

Can I apply for an EIN online for my foreign LLC in Michigan?

Yes, you can apply for an EIN online through the IRS website.

Are foreign LLCs in Michigan required to maintain records of meetings and resolutions?

Yes, foreign LLCs in Michigan are required to maintain records of meetings and resolutions.

Can I convert my foreign LLC to a domestic LLC in Michigan?

Yes, you can convert your foreign LLC to a domestic LLC in Michigan by filing a conversion form with the state.

Do foreign LLCs in Michigan need to have a business license?

The business licensing requirements for foreign LLCs in Michigan vary depending on the type of business conducted.

Can I operate multiple businesses under a single foreign LLC in Michigan?

Yes, you can operate multiple businesses under a single foreign LLC in Michigan.

Are foreign LLCs in Michigan subject to the same taxes as domestic LLCs?

Yes, foreign LLCs in Michigan are subject to the same taxes as domestic LLCs.

Can I operate my foreign LLC in multiple states including Michigan?

Yes, foreign LLCs are allowed to operate in multiple states including Michigan.

Are there any specific industry licenses required for foreign LLCs operating in Michigan?

The industry licensing requirements for foreign LLCs in Michigan vary depending on the type of business conducted.

Can I open a bank account for my foreign LLC in Michigan?

Yes, you can open a bank account for your foreign LLC in Michigan.

Are there any restrictions on the type of business activities foreign LLCs can engage in Michigan?

Foreign LLCs in Michigan must comply with state and federal regulations governing their specific business activities.

Will my foreign LLC be subject to sales tax in Michigan?

Yes, foreign LLCs in Michigan are typically subject to sales tax on applicable goods and services.

How can I dissolve my foreign LLC in Michigan?

To dissolve your foreign LLC in Michigan, you must file dissolution paperwork with the state and cancel any business licenses or permits.

Can I reinstate my foreign LLC in Michigan if it has been administratively dissolved?

Yes, you can file for reinstatement of your foreign LLC in Michigan if it has been administratively dissolved.

Are foreign LLCs in Michigan required to file an annual report?

No, there is no annual report filing requirement for foreign LLCs in Michigan.

Do foreign LLCs in Michigan need to appoint officers or directors?

Foreign LLCs in Michigan are not required to have officers or directors.

Can I change the name of my foreign LLC in Michigan?

Yes, you can file an amendment to change the name of your foreign LLC in Michigan.

Are foreign LLCs in Michigan required to have a physical office in the state?

Foreign LLCs in Michigan must have a registered agent with a physical office in the state for service of process.

What is a foreign LLC in Michigan?

A foreign LLC in Michigan is a Limited Liability Company that is formed in another state but wishes to do business in Michigan.

Do I need to register my foreign LLC in Michigan to conduct business there?

Yes, you must register your foreign LLC with the Michigan Department of Licensing and Regulatory Affairs (LARA) to legally conduct business in the state.

In Conclusion

Having a foreign LLC in Michigan is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Michigan does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Good Standing to hiring a registered agent in Michigan, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Michigan can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Michigan is a success.