Foreign qualification is a process that allows a business incorporated in another state to legally operate in Michigan. By registering with the Secretary of State, businesses can ensure compliance with local regulations and gain the authority to conduct their operations within the state.
There are 2 different ways to foreign qualify in Michigan depending on your legal entity type and tax classification. Follow the guide below to help you register with the Secretary of State in Michigan or use Mosey to do it.
Use Mosey to register with the Secretary of State in Michigan.
Avoid the hassle of doing it yourself and use Mosey to automate foreign qualification, annual reports, and registered agent service.
Michigan Foreign Qualification for LLC
Foreign limited liability companies "transacting business" in Michigan are required to obtain a Certificate of Authority from Michigan's Department of Licensing and Regulatory Affairs (LARA). Michigan, like most states, provides a list of activities not considered "transacting business."
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Obtain Certificate of Good Standing
Michigan requires that you submit a Certificate of Good Standing from your home jurisdiction. The certificate cannot be dated earlier than 30 days before submission of the application of authority to transact business.
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Establish a Registered Agent
You must continuously maintain a registered agent in Michigan designated to accept service of process. Your registered agent can be an individual who resides in Michigan or a business authorized to "transact business" in Michigan.
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Submit Application of Certificate of Authority Online
Visit LARA's Corporation Online Filing System to complete and submit the Application for Certificate of Authority to Transact Business in Michigan (Form CSCL/CD-760).
Michigan Foreign Qualification for C Corporation
If you are "transacting business" in Michigan, you are required to register by mail or in-person with Michigan's Department of Licensing and Regulatory Affairs (LARA) for a Certificate of Authority. In lieu of defining what is considered as "transacting business," the state does provide a list of activities not constituting "transacting business." Note: Upon filing, LARA will assign you a 9-digit Corporate ID Number. You will also receive a separate Customer ID (CID) and PIN to access LARA's Corporation Online Filing System (COFS).
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Acquire a Certificate of Certificate of Existence
Michigan requires a Certificate of Good Standing (also known as a Certificate of Existence) from your home jurisdiction, issued no more than 30 days before the date of submission, to be included with your Application for Certificate of Authority.
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Establish a Registered Agent
You must have a registered agent in Michigan designated to accept service of process. Your registered agent can be an individual who resides in Michigan or a business authorized to "transact business" in Michigan.
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Submit Application of Certificate of Authority
Mail your completed Application of Certificate of Authority (Form CD-560), Certificate of Good Standing, and check/money order to LARA.
What else do I need to know?
Once you are registered with the Secretary of State, you may have additional requirements to maintain your "good standing" in the state. Failing to do so can result in fines, back taxes, and forfeiting certain priveleges within the state.
Maintaining a Registered Agent
Most states require that you have a registered agent that can receive important mail from the Secretary of State should they need to contact you. There are many commercial options available or you can use Mosey to be your registered agent and keep your information private in Michigan.
Annual Reports and Taxes
In addition to maintaining a registered agent, most states require you to file a report annually. Registration can also trigger state taxes such as a franchise tax or income tax. You can use Mosey to identify these additional requirements to maintain good standing in Michigan.
