How to Start a C-Corp in Michigan (Quick Answer)
To start a C-corp in Michigan, file Articles of Incorporation with the Michigan Department of Licensing and Regulatory Affairs (LARA), name a resident agent, and pay the $60 filing fee. Once the state accepts it, your corporation legally exists.
After that, you adopt bylaws, appoint directors and officers, issue stock, and get an EIN from the IRS. The main yearly items are a $25 annual report and a flat 6% corporate income tax.
| Filing document | Articles of Incorporation |
| Where to file | Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division |
| Filing fee | $60 minimum (for up to 60,000 authorized shares); it rises if you authorize more |
| Resident agent | Michigan's term for a registered agent; required, with a physical Michigan address |
| EIN | Required, free from the IRS (Form SS-4 by phone, fax, or mail if you have no SSN or ITIN) |
| Annual report | $25, due May 15 each year, filed with LARA |
| Corporate income tax | Flat 6% on the Michigan portion of corporate income |
| Foreign owner (25% or more) | File Form 5472 with Form 1120 every year, or face a $25,000 minimum penalty |
First-year cost: $60 to file if you authorize 60,000 shares or fewer, plus a resident-agent service if you use one, commonly $50 to $150 a year. Your first annual report is not due until May 15 of the year after you form.
Michigan's $60 filing fee only climbs if you authorize more than 60,000 shares, because Michigan ties part of the fee to authorized shares.
The main yearly items are a $25 annual report due May 15 and the 6% Corporate Income Tax on the Michigan share of your profit.
TL;DR
- Michigan is low-cost: $60 to form (more if you authorize over 60,000 shares), a $25 annual report due May 15, and a flat 6% corporate income tax.
- Step 1, name: pick a unique name with a corporate designator (Inc., Incorporated, Corporation, or Corp.) and check it with LARA.
- Step 2, resident agent: name one with a physical Michigan address (Michigan's term for a registered agent).
- Step 3, Articles of Incorporation: file with LARA for $60, more if you authorize over 60,000 shares.
- Step 4, bylaws: adopt internal bylaws and keep them with your records.
- Step 5, directors and officers: appoint the board and officers and hold an organizational meeting.
- Step 6, issue stock: authorize and issue shares, keep a stock ledger, and file the 83(b) election within 30 days if your shares vest.
- Step 7, EIN: get a free EIN from the IRS, by Form SS-4 if you have no SSN or ITIN.
- Foreign owner (25% or more): file Form 5472 with Form 1120 every year, or risk a $25,000 penalty.
- Ongoing: a $25 annual report by May 15, plus the flat 6% corporate income tax.
Why Form a C-Corp in Michigan?
Michigan pairs a large manufacturing and mobility base with metro markets around Detroit and Grand Rapids.
- Low formation and annual costs, with a $60 filing fee and a $25 annual report.
- A deep manufacturing and mobility sector.
- Online filing through LARA's business portal.
If you plan to raise venture capital, investors will most likely want a Delaware C-corp. If you will run the business in Michigan and not raise venture money, forming in Michigan avoids registering and paying in two states.
Step 1: Choose and Reserve Your Corporate Name
- Include a corporate designator such as "Inc.", "Incorporated", "Corporation", or "Corp."
- Search LARA's business database to confirm the name is available and different from existing entities.
- Michigan lets you reserve a name for six months for a fee if you are not ready to file.
Step 2: Appoint a Michigan Resident Agent
Michigan calls its registered agent a resident agent. It is the same role: a person or company with a physical Michigan address, available to accept legal and state documents for the corporation.
- The agent must have a physical Michigan address, not a PO box.
- The address is public record, so many owners use a commercial service.
- A commercial agent commonly costs $50 to $150 a year.
Step 3: File Your Articles of Incorporation
The Articles of Incorporation is the filing that legally creates your corporation. You file it with LARA's Corporations Division.
- It lists the corporate name, resident agent, purpose, and the number of shares the corporation is authorized to issue.
- The fee is $60 minimum, which covers up to 60,000 authorized shares. Authorizing more raises the fee, since Michigan ties part of it to authorized shares.
- Once LARA accepts it, your corporation exists and its compliance calendar begins.
Step 4: Adopt Corporate Bylaws
Bylaws are the internal rulebook for how the corporation is run. They are not filed with the state, but a corporation is expected to have them, and banks and investors often ask to see them.
- They set out how directors and officers are elected, how meetings and votes work, and how shares are handled.
- They stay with your records, not with LARA.
- Skipping them can weaken the separation between you and the corporation that liability protection depends on.
Step 5: Appoint Directors and Hold the Organizational Meeting
A corporation is run by a board of directors, who appoint the officers that handle day-to-day work. Right after formation, the incorporator or initial directors hold an organizational meeting, or sign a written consent in place of one.
- Appoint the initial board and elect officers (usually at least a president, secretary, and treasurer; one person can hold several roles).
- Adopt the bylaws and authorize the issuance of stock.
- Keep signed minutes or the written consent with your records.
Step 6: Authorize and Issue Stock
Issuing stock is how founders get their ownership, and it is easy to rush. The board authorizes shares, then the corporation issues them to the founders and any early shareholders.
- Issue shares to each founder and record what they paid (cash, property, or services).
- Keep a stock ledger, a running record of who owns how many shares.
- Watch your authorized share count. In Michigan, authorizing more than 60,000 shares raises your filing fee.
The 83(b) election, and its 30-day deadline: if your founder shares vest over time, you generally have 30 days from the grant date to file an 83(b) election with the IRS.
It lets you be taxed on the small value at grant instead of the higher value as the stock vests. The 30-day window cannot be extended, and missing it can be expensive.
Step 7: Get an EIN, Even Without an SSN
An EIN is your corporation's federal tax ID, needed to file taxes, run payroll, and open a bank account. It is free from the IRS.
- With an SSN or ITIN, apply online and get the EIN in minutes.
- Without an SSN or ITIN, apply on Form SS-4 by phone, fax, or mail.
- The EIN is always free; you never pay the IRS for one.
Open a US Business Bank Account
Once you have the EIN, open a dedicated business bank account before money moves through the corporation.
- Keeping corporate and personal funds separate helps protect the liability shield; commingling them is a common reason courts pierce it.
- Banks usually ask for the filed Articles of Incorporation, the EIN letter, and often the bylaws or a board resolution.
- A separate account also makes bookkeeping and the corporate tax return simpler.
If Your Michigan C-Corp Is Foreign-Owned
A Michigan C-corp that is 25% or more owned by a non-US person has an extra federal filing that many international founders miss.
- The corporation files Form 5472 with its annual Form 1120 to report transactions with the foreign owner, such as money put in or paid out for services.
- It is required every year there are reportable transactions, even with little or no profit.
- The penalty is steep: a missed or late Form 5472 starts at $25,000 per form, per year.
Handle Michigan's Ongoing Compliance
Two obligations run every year: the annual report and the corporate income tax.
The $25 Annual Report (Due May 15)
- Every Michigan corporation files an annual report with LARA for $25.
- It is due May 15 each year and confirms your officers, directors, resident agent, and address.
- Missing it can put the corporation out of good standing and, over time, lead to dissolution.
Michigan Corporate Income Tax (6%)
- Michigan charges a flat 6% Corporate Income Tax on the Michigan portion of a C-corp's income.
- It is filed with the Michigan Department of Treasury, separate from the federal Form 1120.
- Federally, the corporation files Form 1120 and pays 21% corporate tax, due the 15th day of the 4th month after year-end.
How Much Does It Cost to Start a C-Corp in Michigan?
| What you pay | Amount | When |
|---|---|---|
| Articles of Incorporation filing | $60 minimum (rises above 60,000 authorized shares) | One time, at formation |
| Resident-agent service (optional) | ~$50 to $150 a year | Yearly, if you use one |
| Annual report | $25 | Yearly, by May 15 |
| Michigan Corporate Income Tax | Flat 6% of the Michigan portion of income | Yearly |
| Federal corporate tax | 21% of profits | Yearly, with Form 1120 |
How Long Does It Take to Start a C-Corp in Michigan?
- Online filings with LARA are usually processed within a few business days, and Michigan offers expedited service.
- The EIN follows: minutes online with an SSN or ITIN, or same day to several weeks by Form SS-4 without one.
- Bylaws, the organizational meeting, and issuing stock happen right after the state approves the filing.
Common Mistakes to Avoid
- Missing the May 15 annual report, which can put the corporation out of good standing.
- Authorizing more shares than you need, which raises the Michigan filing fee above 60,000 shares.
- Missing the 30-day 83(b) deadline on vesting founder stock.
- Overlooking Form 5472 if the corporation is 25% or more foreign-owned.
- Using a PO box for the resident agent, which Michigan does not accept.
How FinStackk Helps
FinStackk is an accounting and tax compliance platform for U.S. businesses, taking you from incorporation through ongoing accounting, tax, and compliance in one place.
We handle Michigan C-corp formation, from the Articles of Incorporation to the EIN, through Fin-Start, including the Michigan resident agent.
Once the corporation exists, Fin-Tax keeps the federal Form 1120 deadline, estimated taxes, and the Michigan 6% Corporate Income Tax on a proactive calendar. Complyy tracks the $25 annual report due May 15 and your resident-agent renewal. Book a free demo to see them in action.
FAQ
How much does it cost to start a C-corp in Michigan?
It costs $60 to file the Articles of Incorporation if you authorize 60,000 shares or fewer; authorizing more raises the fee. Add a resident-agent service if you use one. Going forward, the main recurring items are the $25 annual report due May 15 and the flat 6% Corporate Income Tax.
When is the Michigan annual report due?
The annual report is due May 15 each year, filed with LARA for $25. It confirms your officers, directors, resident agent, and address. Missing it can put the corporation out of good standing and, over time, lead to dissolution, so keep the date on your calendar.
Does a Michigan C-corp pay state income tax?
Yes. Michigan charges a flat 6% Corporate Income Tax on the Michigan portion of a C-corp's income, filed with the Department of Treasury. That is in addition to the 21% federal corporate tax on Form 1120. S-corps and most LLCs are not subject to the Corporate Income Tax, but C-corps are.
Is it better to form a C-corp or an LLC in Michigan?
An LLC is simpler and taxed once, and it is not subject to Michigan's 6% Corporate Income Tax. A C-corp makes sense if you plan to raise venture capital, keep earnings in the business, or want multiple classes of stock. A C-corp is taxed twice, once at the corporate level and again on dividends.
Should I form my C-corp in Michigan or Delaware?
If you plan to raise venture capital, Delaware is what investors expect. If you will operate in Michigan and not raise venture money, forming in Michigan avoids registering and paying in two states, since a Delaware corporation doing business in Michigan still has to register and pay here. Choose based on where you operate and whether you will raise money.
Can a non-US resident start a Michigan C-corp?
Yes. Michigan sets no citizenship or residency requirement to own a corporation. You will need a Michigan resident agent and an EIN, which you apply for on Form SS-4 by phone, fax, or mail without an SSN. If a non-US person owns 25% or more, the corporation also files Form 5472 with its Form 1120 every year, with a $25,000 minimum penalty for missing it.