How to Amend Articles of Organization in Michigan (2024)


Steve Goldstein
Steve Goldstein
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Steve Goldstein runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

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Amend Michigan Articles of Organization

Amendment of Articles of Organization is required when you make changes to your LLC. While forming an LLC in Michigan, you must file the formation document. At some point in time, if you might need to update/change any of the information shared in the Articles of Organization, you must file the Certificate of Amendment with Michigan SOS.

To amend your Michigan Articles of Organization, you will need to follow a specific process, which typically involves filling out a form, paying a fee, and submitting the amended articles to the Michigan SOS. The process is not a lengthy one. In this article, LLCBuddy editors shared how to amend Michigan Articles of Organization without any hassle. Note that the process explained here is a generic process. It is recommended to consult a professional or attorney beforehand.

What is Articles of Organization in Michigan?

The Articles of Organization is a document that is required to form an LLC in Michigan. The document must be submitted online or by mail to the Michigan Secretary of State. Certain details need to be added while filing the Michigan Articles of Organization. The following are the points to be added to the formation document at the time of LLC registration-

articles of organization
  • Name of your Michigan LLC
  • The principal address of the LLC
  • Name and address of the Michigan Resident Agent
  • Names of all the members and managers of the LLC
  • Summary of the LLC’s operation
  • Start date of the LLC
  • Purpose of the LLC
  • Signature of all the members and managers of the LLC

How to Amend Michigan Articles of Organization

Changes such as name, physical address of the business, address or/and name of the Michigan Resident Agent, or any other changes listed above must be amended with the SOS. It is easy to amend the Articles of Organization in Michigan. There are three prominent steps to follow. The steps are as follows-

Step 1: Determine What Changes You Need in Michigan LLC

The first step is to determine what changes you need to make or if you need any changes. For some business experts, it is good to make structural or some other changes to upgrade your LLC after a point of time. For example, managers can change, LLCs can be restructured or move to other places, cities, or states, and you can also change the registered agent.

These are common changes that often occur in limited liability companies. If you have to make those changes, you must proceed with drafting the Certificate of Amendment with Michigan Secretary of State.

Step 2: Draft the Michigan Certificate of Amendment

The next step is to draft the Amendment. To Amend the Articles of Organization, you need the following-

  • Name of the LLC
  • Purpose of the LLC
  • Entity filing number
  • Amendments
  • Members and Managers’ signature.
  • Along with these details, LLCs must submit more documents to the Michigan SOS.

Step 3: File Michigan Certificate of Amendment

To file the Certificate of Amendment in Michigan, you need either an online or offline form. You can do that online in most states by signing in to the Secretary of State’s official portal. To file the amendment in Michigan, you must fill up the form (online or offline) and send it back to the SOS (online or by mail).

For the online filing, the form must be submitted using the Michigan Secretary of State‘s portal. For offline (by mail) filing, the PDF form must be sent to the Michigan Department of Licensing and Regulatory Affairs, Corporations, Securities & Commercial Licensing Bureau — Corporations Division, P.O. Box 30054, Lansing, MI 48909. The amendment filing fee of $25 must be paid at the time of form submission.

Why Amend Articles of Organization?

There are six reasons why you need to file the Certificate of Amendment in Michigan. Following are the six points to note-

Change of Michigan LLC Name: If you change the name of the LLC, you must file it with the SOS. LLCs do not often change the names, but in some cases, if they change it, they immediately have to inform the Michigan SOS through Amendment.

It is recommended to check if the name change is absolutely necessary. Because it can affect the whole business. In some cases, it is better to start a new LLC than change the name of an existing one.

Tip from LLCBuddy

Change of Michigan LLC Address: Like the business name, if the principal address of the LLC is changed or the company is moved to another place, then Michigan LLC has to file the amendment certificate.

Change of Registered Agent: A Registered Agent is the most important person in the LLC. However, when you change or remove the Registered Agent, you must file the amendment with the Michigan SOS.

Change of Michigan LLC Management: This is another important reason why one should file the Amendment Certificate. If the managerial structure changes in your LLC, it must be filed with the SOS. The new structure, manager, or change in ownership must be filed.

Change of the Purpose of Michigan LLC: The purpose of the LLC is mentioned in the Articles of Organization when it is filed. If the purpose is changed at any time, for example, a non-profit in Michigan changes to a for-profit organization, or vice-versa, it must be filed with the SOS.

Change of Michigan Tax Structure: The Michigan LLC classification of taxes is mentioned in the Articles of Organization at the time of registration of the LLC. Later, if the LLC wants to change the tax structure, it must file the amendment certificate with Michigan SOS.

Cost to File Michigan Certificate of Amendment

The cost of filing the Amendment Certificate in Michigan is $25. For other types of filing costs, please visit the official website of Michigan Secretary of State.

Penalties for Not Filing Certificate of Amendment

Failure to amend Michigan Articles of Organization can lead to legal issues against the LLC. Not filing the amendment certificate means non-compliance with the LLC in Michigan. Another consequence of not filing an amendment in Michigan is facing legal issues by violating state laws. For example, if a member-managed LLC becomes a manager-managed one in the future and the LLC does not file an amendment, it will be considered a violation of state law. Hence, the LLC might face legal issues.

FAQs

How do I amend the Michigan Articles of Organization?
To amend the Michigan Articles of Organization, you must file Articles of Amendment with the Michigan Department of Licensing and Regulatory Affairs (LARA).
Can I amend my Michigan Articles of Organization online?
No, amendments to the Michigan Articles of Organization must be filed by mail or in person with LARA.
What information do I need to include in the amendment to the Michigan Articles of Organization?
You will need to include the name of your LLC, the original filing date of the Articles of Organization, and the specific changes you are making in the Articles of Amendment.
Is there a fee to amend the Michigan Articles of Organization?
Yes, there is a filing fee required to amend the Michigan Articles of Organization. The fee amount may vary, so it is best to check with LARA for the current fee schedule.
How long does it take to process an amendment to the Michigan Articles of Organization?
Processing times for amendments to the Michigan Articles of Organization can vary, but you can check the status of your filing online through the LARA website.
Can I amend the Michigan Articles of Organization to change the name of my LLC?
Yes, you can file an Articles of Amendment to change the name of your Michigan LLC. Make sure the new name is available for use in the state.
Do I need to obtain a new EIN if I amend the Michigan Articles of Organization?
If you change the name or ownership structure of your LLC in the amendment, you may need to obtain a new EIN from the IRS.
Can I change the registered agent for my Michigan LLC through an amendment to the Articles of Organization?
Yes, you can update the registered agent information in the Articles of Amendment for your Michigan LLC.
What happens if I fail to file an amendment to the Michigan Articles of Organization for changes to my LLC?
Failure to file an amendment for changes to the Michigan Articles of Organization can result in administrative penalties and other legal consequences.
Can I make multiple changes to the Michigan Articles of Organization in a single amendment?
Yes, you can make multiple changes to the Articles of Organization in a single amendment as long as they are all related to the same set of updates.
Do I need to provide a reason for amending the Michigan Articles of Organization?
No, there is no requirement to provide a reason for amending the Michigan Articles of Organization. Just make sure the changes are accurately reflected in the Articles of Amendment.
Can I use a DBA name in the amendment to the Michigan Articles of Organization?
You can include a “doing business as” (DBA) name in the amendment to the Michigan Articles of Organization if you want to operate the business under a different name.
Do I need to notify all members and managers of my Michigan LLC about the amendment to the Articles of Organization?
It is a good practice to notify all members and managers of your Michigan LLC about any changes made to the Articles of Organization, but it is not a legal requirement.
Can I change the purpose of my Michigan LLC through an amendment to the Articles of Organization?
Yes, you can update the purpose clause of your Michigan LLC in the amendment to the Articles of Organization to better reflect the current business activities.
Can I expedite the processing of an amendment to the Michigan Articles of Organization?
There may be options to expedite the processing of an amendment to the Michigan Articles of Organization by paying an additional fee. Check with LARA for more information on expedited services.
How do I correct a mistake on the amendment to the Michigan Articles of Organization?
If you need to correct a mistake on the amendment to the Michigan Articles of Organization, you can file a Certificate of Correction with the state to rectify the error.
Can I withdraw an amendment to the Michigan Articles of Organization if needed?
Once an amendment to the Michigan Articles of Organization is filed, it cannot be withdrawn. Make sure to review all changes carefully before filing.
Will the amendment to the Michigan Articles of Organization be publicly available?
Yes, once the amendment to the Michigan Articles of Organization is filed and processed, it will become part of the public record and available for review by the public.
Can I resign as a manager or member of the Michigan LLC through the amendment to the Articles of Organization?
To resign as a manager or member of a Michigan LLC, you may need to follow the procedures outlined in your operating agreement or other governing documents, not in the Articles of Organization.
How do I obtain a certified copy of the amended Michigan Articles of Organization?
You can request a certified copy of the amended Michigan Articles of Organization from LARA by submitting a request in writing along with the applicable fee.
What happens if the Michigan Articles of Organization are amended incorrectly?
If there are errors in the amendment to the Michigan Articles of Organization, you may need to file a Certificate of Correction to rectify the mistakes.
Can I change the management structure of my Michigan LLC through an amendment to the Articles of Organization?
Yes, you can update the management structure of your Michigan LLC in the amendment to the Articles of Organization to reflect any changes in management roles or responsibilities.
Can I change the duration of my Michigan LLC through an amendment to the Articles of Organization?
Yes, you can amend the duration of your Michigan LLC in the Articles of Amendment to specify a specific term or state that your LLC will exist indefinitely.
Can I amend the Michigan Articles of Organization to add or remove a member from the LLC?
Yes, you can include changes to the membership structure of your Michigan LLC in the amendment to the Articles of Organization to reflect any new additions or departures.
Can I amend the Michigan Articles of Organization to change the principal office address?
Yes, you can update the principal office address of your Michigan LLC in the Articles of Amendment to reflect any changes in the location of your business operations.
Are there any restrictions on the changes that can be made in the amendment to the Michigan Articles of Organization?
There may be certain restrictions on the changes that can be made in the amendment to the Michigan Articles of Organization, so it is best to review the state laws and regulations before filing.
Can I add or change a specific provision in the Michigan Articles of Organization?
If you need to add or modify a specific provision in the Michigan Articles of Organization, you can do so by clearly outlining the changes in the Articles of Amendment.
Can I amend the Michigan Articles of Organization to convert my LLC to a different entity type?
If you want to convert your Michigan LLC to a different entity type, such as a corporation or partnership, you may need to follow specific conversion procedures outlined by the state.
Can I amend the Michigan Articles of Organization to change the financial structure of my LLC?
If you want to make changes to the financial structure of your Michigan LLC, such as altering the capital contribution requirements or profit-sharing arrangements, you can do so in the amendment to the Articles of Organization.
How can I amend the Articles of Organization in Michigan?
To amend the Articles of Organization in Michigan, you must file Articles of Amendment with the Michigan Department of Licensing and Regulatory Affairs.

Also Read

In Conclusion

While running a limited liability company in Michigan, it might be possible to make changes. From the name of the business to the Resident Agent, the management of the LLC can be changed over time. Every time you make any changes, you must file the amendment. You must consider that changing LLC names should not occur more often unless it is totally required. The name is the first identity of your LLC; changing it frequently directly affects the company’s branding. Filing the Certificate of Amendment is mandatory as well as crucial, and failure to do so can lead to legal issues and non-compliance with state laws.

This article shares all the important steps you need to follow to file the Certificate of Amendment in Michigan. While you follow the steps shared in this article, make sure to consult a professional or attorney. If you are looking for a professional LLC formation service at $0, we recommend ZenBusiness. By following the steps outlined in this article and submitting the necessary documents to the Michigan Secretary of State, LLCs can successfully amend their Articles of Organization and maintain compliance with state regulations.

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