How to Reinstate an LLC in Michigan – 2024 Guide


Steve Bennett
Steve Bennett
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Get Michigan LLC Reinstated

Reinstatement of an LLC in Michigan involves a simple process. In general, after dissolving a limited liability company, sometimes LLCs restore their good standing and continue their operations. Depending on the reason for dissolution, the reinstatement occurs. In most cases in Michigan, if the dissolution is administrative, the chances of reinstatement are higher.

This article will take you through the process of restoring your business. The editors from LLCBuddy focus mainly on how to reinstate an LLC in Michigan, also known as The Great Lakes State. There might be several reasons for LLC dissolution in Michigan. This article will also list the type of dissolution in Michigan and which ones are eligible for reinstation.

What is LLC Reinstatement in Michigan?

LLC reinstatement simply refers to returning an administratively dissolved or revoked business entity to active status. In case the Limited Liability Company doesn’t comply with the state requirements, such as non-payment for necessary fees and not filing annual reports, it may dissolve by the Michigan Secretary of State. When companies have been reinstated, they regain their legal capacity, thereby facilitating continued operations. In some cases, the companies can be dissolved due to legal issues or by members’ choices.

LLC Dissolution in Michigan

There can be several reasons why a Limited Liability Company gets dissolved in Michigan. Certain types of dissolution can be identified based on the reasons given. In Michigan, reinstatement of an LLC depends on how and why the LLC got dissolved in Michigan in the first place.

  1. Administrative Dissolution: If the LLC fails to comply with the State rules, like filing proper documents (annual reports, BOI reports in Michigan), tax dues, or any other administrative issues, the state can dissolve the LLC in Michigan.
  2. Judicial Dissolution: If there is any lawsuit and court orders to dissolve the company, the said LLC has to shut it down.
  3. Dissolution Due to Expiration: In some cases, LLCs were formed for a particular reason or for a specific time. Hence, the LLC was automatically dissolved after the purpose was served or the period was over.
  4. Voluntary Dissolution: When members decide to dissolve the LLC, they file the dissolution form with Michigan Secretary of State.

How to Reinstate an LLC in Michigan

As mentioned above, reinstatement takes place depending on the type of dissolution. The steps involved in restoring your LLC are moderately simple; however, getting professional help before you start processing LLC reinstatement is recommended. Here are the initial steps to follow before you file for reinstatement in Michigan.

Initial Steps Before Filing for Reinstatement

In Michigan, most of the businesses are reinstated after administrative dissolution. That is the most common type of reinstatement for any business, such as LLC or Corporation in Michigan. There are a few steps before you start the restore process.

Identify Reasons for Dissolution

Before you start reinstating your LLC, you must know why your company was dissolved. Some common reasons are:

  • Missing annual reports.
  • Unpaid state taxes.
  • Non-compliance with specific state regulations.

If need be, contact Michigan Department of Treasury to know whether you owe any outstanding tax obligations. Besides, going through the Michigan Secretary of State correspondences or checking the Certificate of Good Standing online can help you understand why dissolution was done in your entity.

Gather Necessary Information Regarding the LLC in Michigan

To avoid delays in filing, gather all necessary information ahead of time, including:

  • Business Name: You should first check if it is still available and has not been taken by another entity.
  • Document Number: It can often be found on previous filings or notices issued by the Michigan Secretary of State.
  • Details of Previous Filings and Compliance Records: These involve past annual reports, tax returns, and other compliance materials.

How to File an LLC Reinstatement Document

Once you are determined to restore your LLC (or business), you must proceed with the filing of a reinstatement application. In Michigan, the reinstatement document is called Restated Articles of Organization. The next task is to get the forms from the official Michigan Secretary of State business section. A reinstatement fee might be paid to the Michigan SOS.

Forms

In order to reinstate your LLC, you have to fill out various forms which could include:

  • LLC Reinstatement Form: You can file your LLC reinstatement offline or online (whichever is available and convenient for you).
  • Additional Forms: Depending on what type of dissolution it is, you might need to file additional forms to Michigan Tax Department [Michigan Department of Treasury] or Insurance Department [Michigan Department of Insurance and Financial Services]. Besides, the Certificate of Good Standing in Michigan might be needed.
  • Annual Report Filing: For administrative dissolution, the LLC must file the annual reports and pay the due annual report fees along with the reinstatement form.

Fees

The following fees may be incurred during reinstatement:

  • Reinstatement Fee: In Michigan, the LLC reinstatement fee is $50.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in Michigan is $25.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by Michigan.

Accepted methods of payment are as follows:

  • Credit Card – Visa, MasterCard, American Express or Discover.
  • For offline payment – Check with the Michigan Secretary of State for details.

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in Michigan varies depending on the filing method. For online filing (if available), it takes less time to process than that of offline filing. However, sometimes it takes almost the same time for both methods.

  • Processing time for LLC reinstatement: In Michigan, the LLC reinstatement process takes 3 to 5 working days to process. For the expedited filing, it can be done in 24 hours.

Updating LLC Information During Reinstatement

Upon reinstatement, you have an opportunity to update your LLC’s information.

  • Update members’ or managers’: Changing Members and Managers: You can add, delete, or change Members and Managers.
  • Update names and addresses as necessary.
  • Update Registered Agent Information: Change the registered agent or office address.

Changing the Resident Agent in Michigan

To change the existing Resident Agent for your LLC, you must attach a separate application for the same. Check how to change a registered agent in Michigan to know more about the process.

Updating Business Address

Principal Office & Mailing Address changes may also be made in these areas:

  1. Fill out the Address Change Form – where required by Michigan Secretary of State.
  2. Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the Michigan LLC Amendment to the SOS.
  3. Submit with Reinstatement Application – Ensure all information provided is correct.

Post-Reinstatement Requirements

After getting a company back into good standing, more steps are necessary to maintain compliance:

  • Obtain a Copy of the Reinstatement Certificate
  • Updating Business Licenses
  • Make sure that all business licenses are up-to-date:
    • General Business License- Verify with do not need to obtain.
    • Specific Permits and Licenses- Check for any industry-specific requirements.
  • Verifying Good Standing Status
    • Michigan Annual Reports – File on time each year.
    • Tax Payments – Pay all state taxes due.

It might look like the steps are simple to reinstate your LLC. However, it is not as simple as it looks. Considering all the paperwork and legal complexities, it is recommended to hire professionals. You must read the best LLC services in Michigan where you can explore the professional services for your consideration.

Additional Considerations

  • Federal Requirements: Reporting Beneficial Ownership Information: Federal requirement for reporting beneficial ownership information since January 1, 2024. Visit the Beneficial Ownership Page on Michigan Secretary of State website for more details.
  • Name Availability: Name change is one of the options to consider when an original business name is not available. DBA in Michigan can also be filed if the previous name is not available. Fill out the correct amendment form with Michigan Secretary of State.
  • Contracts and EIN Reinstatement: Contracts and your EIN might be impacted by reinstating your LLC:
  • Renew Contracts: You will need to talk with vendors, banks, and customers about the revival.
  • Get a New EIN: When this becomes necessary, you should acquire it from the IRS.

Benefits of Reinstatement

There are certain important advantages of restoring your company’s existence:

  • Restores Good Standing: This makes the company become legally recognized again within the state.
  • Maintains Limited Liability Protection: This will protect the business’s owners from being liable for any company’s debts.
  • Ensures Business Continuity: The company can, therefore, continue operating without any legal challenges.
  • Preserve Business Credibility: For instance, a good relationship with clients is necessary for maintaining trust amongst suppliers and financial institutions.

Common Reasons for Administrative Dissolution

  • Failure to File Annual Reports: Filing annual reports that many states like Michigan require companies such as Limited Liability Companies (LLCs) is a must; otherwise, it may lead to dissolution.
  • Unpaid Taxes: An LLC could be dissolved until taxes are paid if any franchise taxes are pending or some state tax has not been settled.
  • Non-Compliance with Other State Requirements: For instance, where there isn’t a registered agent maintained within a specified period while being subjected to several business regulations set by the state.

Reinstatement After Dissolution in Michigan

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in Michigan.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in Michigan is voluntary by members, it is not common for them to restore the LLC in Michigan.
  • For Judiciary Dissolution, it is very uncommon to reinstate in Michigan. Most of the time, court orders do not allow the LLCs to restore their business in the state they are located in. In very exclusive cases, they can be reinstated if the court passes such an order.

FAQs

How do I reinstate an LLC in Michigan?
To reinstate an LLC in Michigan, you will need to file reinstatement forms and pay any applicable fees and penalties.
What forms do I need to file to reinstate an LLC in Michigan?
In Michigan, you will need to file the “Certificate of Restoration for a Limited Liability Company” form to reinstate your LLC.
How much does it cost to reinstate an LLC in Michigan?
The cost to reinstate an LLC in Michigan varies depending on the time elapsed since the LLC was dissolved.
Can I reinstate my LLC online in Michigan?
Yes, you can reinstate your LLC online through the Michigan Department of Licensing and Regulatory Affairs website.
Is there a deadline to reinstate an LLC in Michigan after it has been dissolved?
In Michigan, you can reinstate your LLC at any time after it has been dissolved.
What are the consequences of operating an LLC in Michigan after it has been dissolved?
If you continue to operate an LLC in Michigan after it has been dissolved, you could be personally liable for any debts or obligations of the business.
How long does it take to reinstate an LLC in Michigan?
The timeframe to reinstate an LLC in Michigan can vary, but it typically takes a few weeks to process the reinstatement.
Can I change the name of my LLC when reinstating it in Michigan?
Yes, you can change the name of your LLC during the reinstatement process in Michigan by including the new name on the reinstatement forms.
What happens if my LLC’s name has been taken by another business in Michigan?
If your LLC’s name has been taken by another business in Michigan, you will need to choose a new name for your LLC during the reinstatement process.
Can I request a waiver of the reinstatement fee for my LLC in Michigan?
In some cases, you may be eligible for a waiver of the reinstatement fee for your LLC in Michigan. Contact the Michigan Department of Licensing and Regulatory Affairs for more information.
How do I know if my LLC is still active in Michigan?
You can check the status of your LLC in Michigan by searching the business entity database on the Michigan Department of Licensing and Regulatory Affairs website.
Do I need to get new EIN when reinstating my LLC in Michigan?
No, you do not need to obtain a new EIN when reinstating your LLC in Michigan. You can use the same EIN that was assigned to the LLC before it was dissolved.
What is the process for reinstating an LLC in Michigan if it was administratively dissolved?
If your LLC was administratively dissolved in Michigan, you will need to file the necessary forms, pay any outstanding fees and penalties, and submit a reinstatement application for approval.
Can I reinstate my LLC in Michigan if it was voluntarily dissolved?
Yes, you can reinstate your LLC in Michigan if it was voluntarily dissolved. The process may differ slightly from reinstating an administratively dissolved LLC.
Will I need to provide any additional documentation when reinstating my LLC in Michigan?
Depending on the reason for dissolution, you may be required to provide additional documentation when reinstating your LLC in Michigan. Contact the Michigan Department of Licensing and Regulatory Affairs for specific requirements.
Can I reinstate my LLC in Michigan if I failed to file annual reports or pay taxes?
If your LLC was dissolved due to failure to file annual reports or pay taxes in Michigan, you must address these issues before reinstatement can be completed.
How can I ensure my LLC is in good standing in Michigan after reinstatement?
To ensure your LLC is in good standing in Michigan after reinstatement, make sure to stay current on all filings, fees, and requirements moving forward.
Can I dissolve my LLC again in Michigan after reinstating it?
Yes, you can dissolve your LLC again in Michigan after reinstating it if you choose to do so. The process for dissolution will be similar to the initial dissolution process.
What steps should I take to prevent my LLC from being dissolved again in Michigan?
To prevent your LLC from being dissolved again in Michigan, make sure to stay current on all required filings, fees, and taxes, and comply with all state regulations and requirements.
Can I reinstate a foreign LLC in Michigan?
Yes, you can reinstate a foreign LLC in Michigan by following the reinstatement procedures outlined by the Michigan Department of Licensing and Regulatory Affairs.
What should I do if my reinstatement application is rejected by the state of Michigan?
If your reinstatement application is rejected by the state of Michigan, review the reasons for rejection and address any deficiencies before resubmitting your application.
Can I appeal a decision to deny reinstatement of my LLC in Michigan?
Yes, you can appeal a decision to deny the reinstatement of your LLC in Michigan. Follow the instructions provided by the Michigan Department of Licensing and Regulatory Affairs to initiate the appeals process.
Do I need to obtain a new registered agent when reinstating my LLC in Michigan?
If your LLC’s registered agent has changed since the dissolution, you will need to update the registered agent information when reinstating your LLC in Michigan.
How do I update my LLC’s registered agent when reinstating it in Michigan?
To update your LLC’s registered agent when reinstating it in Michigan, include the new registered agent information on the reinstatement forms that you submit to the state.
Who can assist me with the reinstatement process for my LLC in Michigan?
You may seek assistance from legal counsel, business consultants, or professional filing services to help you with the reinstatement process for your LLC in Michigan.
Can I expedite the reinstatement process for my LLC in Michigan?
Yes, you may be able to request expedited processing for the reinstatement of your LLC in Michigan by paying an additional fee. Contact the Michigan Department of Licensing and Regulatory Affairs for more information.
What is the first step I should take to reinstate my LLC in Michigan?
The first step to reinstate your LLC in Michigan is to review the requirements and procedures for reinstatement on the Michigan Department of Licensing and Regulatory Affairs website.
Will I receive confirmation once my LLC has been reinstated in Michigan?
Yes, you will receive confirmation once your LLC has been reinstated in Michigan. Keep a copy of the confirmation for your records and ensure that your business is compliant with all state regulations.
Can an LLC in Michigan be reinstated if it has been dissolved?
Yes, an LLC in Michigan can be reinstated after being dissolved by filing the appropriate forms and paying the necessary fees.
Is there a deadline for reinstating an LLC in Michigan after it has been dissolved?
In Michigan, there is no specific deadline for reinstating an LLC after it has been dissolved, but it is important to act promptly.

Also Read

In Conclusion

LLC reinstatement or restoration in Michigan mostly depends on the type of dissolution. If it is a voluntary dissolution by the members or managers, then probably the reinstatement won’t occur. However, the LLC reinstatement will be done for other types of involuntary dissolutions in Michigan. As mentioned, you must submit the Certificate of Good Standing and updated Annual Report to the SOS to restore the LLC.

Besides, every LLC gets a certain time limit after dissolution. Within that period, reinstatement can be registered. In some states, there is no such time limit. Hence, they can file for restoration of their business any time after the dissolution process is completed. Though this article explains the DIY methods of filing your LLC reinstatement, it is highly recommended that you get professional help.

Always remember to meet state requirements consistently, which will prevent further involuntary dissolutions in the future and maintain the reputation of your company while at the same time preserving its basic features.

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