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Are you thinking about moving your LLC to Michigan? If so, you’re in the right place. This guide will walk you through the process of domestication, from start to finish. We’ll cover all the basics, including what domestication is, why you might want to do it, and how to get it done. By the time you’re finished reading, you’ll be ready for your LLC domestication in Michigan.
If you are in a similar situation, keep on reading. This Michigan LLC domestication guide has all the information that you seek.
What is Michigan LLC Domestication?
LLC domestication in Michigan means changing the location or domicile of your LLC from any state into Michigan. In other words, if you want to move your Georgia LLC to Michigan, for instance, LLC domestication is the best way to do so.
By LLC domestication, you change the governing laws of your LLC. Domesticating your LLC into Michigan will have the following benefits over other methods of moving your LLC to Michigan:
- LLC domestication allows you to maintain previous business relationships.
- No need to renew contracts made in the previous state.
- No need to change bank accounts and credit rating.
- You can retain your EIN (Tax ID Number).
- No need to rehire employees.
- No need to transfer assets.
How to Domesticate your LLC in Michigan
There’s always something new to learn in the ever-changing landscape of business, and this same goes for LLC domestication in Michigan. Below, we explained the process of transferring an LLC from any state to Michigan via MI LLC domestication in 3 simple steps.
Acquire a Certificate of Good Standing
A certificate of good standing is also called a certificate of existence or certificate of status in some states. It is a legal document issued by the state authorities, usually the secretary of state.
This certificate verifies that your LLC or corporation was legally formed and operated in a state compliance manner.
Important
In Michigan, the certificate of Good Standing is not mandatory to apply for a Certificate of Conversion-Articles of Organization to domesticate your out-of-state LLC in Michigan.
However, Getting a Certificate of Good standing will be better as you are moving your business out from the LLC’s home state, as this document will verify that your business is in good standing with the state.
To prove that your LLC is up to date on all important business marks, you need to submit a certificate of status.
After getting a certificate of good standing, you will have proof that you have timely paid your LLC taxes, submitted LLC annual reports and fees, and follow the state laws in all business operations in the state where you initially registered your LLC.
Approval of LLC Domestication and Adopting a Plan of Conversion
Before you file articles of domestication with the Michigan Department of State, you need to acquire approval from LLC members and the state where you originally formed your LLC.
For this, you need to adopt a plan of conversion which contains the terms and conditions of the proposed conversion. A plan of conversion must include the manner and basis of converting the membership interests of the converting LLC (before domestication) into ownership interests or obligations of Michigan LLC (after LLC domestication).
The plan of conversion must be adopted and approved according to the law governing the internal affairs of the converting foreign LLC.
Contact the state department where you initially filed your articles of organization and acquire permission to move your business out of that state.
For instance, if you want to move your Texas LLC to Michigan, you need to get permission to transfer your LLC out of Texas from the Texas Secretary of State.
File an Articles of Domestication Michigan
To formally move your LLC from the LLC’s home state to Michigan, you need to file articles of domestication called articles of conversion in Michigan downloaded from the Michigan department of licensing and regulatory affairs.
You need to file the Michigan certificate of conversion/domestication along with the Michigan articles of organization.
To download both forms, click on the links below:
The converted LLC (Michigan LLC) may use the name of the converting LLC as an assumed name and/or adopt new assumed names by filing a Certificate of Assumed Name.
If the converting LLC has already been using an assumed business name or DBA can still use that name by providing for the use of the assumed name in the Michigan LLC Certificate of Conversion.
Finally, depending on the LLC management structure mentioned in your LLC operating agreement, you need the signature of the authorized person (LLC member or manager) to sign the Michigan LLC domestication form. After completing all the information, send the complete forms to:
Mailing Address:
Corporations, Securities & Commercial Licensing – Corporations Division
PO Box 30054
Lansing, MI 48909
Requirements to Complete Michigan Articles of Domestication Form
As mentioned earlier that Michigan articles of domestication are filed with the Michigan articles or organization; the following information/documents will be needed to complete the LLC domestication process:
- Adoption and approval of LLC plan of conversion
- LLC domestication approval from the previous state
- Name of the domesticating entity (The name of your LLC with which you used to operate your business in the previous state)
- The name of the previous state where your LLC was registered
- The date when your LLC was formed initially
- Michigan articles of organization form with Michigan registered agent information
- Signature of the authorized person to initiate LLC domestication
- The effective date of the LLC domestication, if it is not the same as the date of filing of the Michigan articles of domestication
Michigan LLC Domestication Fee (Cost)
To convert an out-of-state LLC into a Michigan LLC, you need to pay the following fee to the Michigan Department of State along with the Michigan articles of domestication:
- Articles of Domestication/conversion: $25
- Articles of Organization: $50
- Total to Domesticate and file: $75
Alternatives to LLC Domestication Michigan
If you do not plan to move your LLC to Michigan permanently, or for any other reason Michigan LLC domestication does not seem suitable, the followings are the alternative to Michigan LLC domestication:
What Next After Michigan LLC Domestication?
Once the state of Michigan domesticates your LLC, the laws of the previous state will no longer apply to your LLC.
Now your LLC will be governed under the LLC statute of Michigan. Now, to remain compliant with the laws of Michigan, you need to:
- Make sure you pay outstanding LLC federal taxes or debts in the previous state.
- Keep your registered agent information up to date. If you don’t have one, you can review top registered agent services here.
- Follow your LLC operating agreement.
- Acquire licenses and permits specifically required by the new state.
- Regularly submit annual reports and fees.
- Pay Michigan sales tax (6% on the total sales).
Moving an LLC out of Michigan
The Michigan Department of License and Regulatory Affairs allows an LLC to move out of Michigan via LLC domestication. However, the law of the other state must permit LLC domestication in its statute.
If the law of the other state does not permit LLC domestication, you should look for alternatives of LLC domestication to transfer your LLC out of Michigan.
For the states that allow LLC domestication, you need to submit a Michigan certificate of status to domesticate your LLC there. Click on the following link to get a Michigan certificate of status.
FAQs on How to Domesticate an LLC in Michigan
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