Michigan Foreign LLC: How to Register and Operate in the State

With a population of over 10 million people, Michigan is home to everything from Fortune 500 companies to fast-growing startups to hundreds of thousands of small businesses.¹ Between its skilled workforce, major transportation hubs, and expanding customer base, it’s no wonder that countless business owners are interested in conducting business in the state.

Before you can get started, you’ll need to formally register your foreign limited liability company in Michigan. The process is pretty straightforward, but strict compliance is essential for staying in good standing with the state. By following the steps outlined in this guide, you’ll make sure your company is compliant and ready to seize new opportunities as you expand your reach. We'll also discuss the Wise Business account. The global account that can help your company with all things cross-border.

Do you send and receive global payments?

Try Wise Business >>

Wise Trustpilot Score: 4.3 stars on 230,000+ reviews
No minimum balance requirement and no monthly fees
Integrates with QuickBooks, Xero, Sage, and more

How to Register a Foreign LLC in Michigan: Step by Step

If your company was formed outside of Michigan and you want to do business in the state, you’ll need to register as a foreign limited liability company. This process is known as foreign qualification, and it’s overseen by the Michigan Department of Licensing and Regulatory Affairs.

#1 - Determine If You Need to Foreign Qualify

If your LLC was formed in another state and you plan to do business in Michigan, such as opening an office, hiring employees, or selling goods and services, you must foreign qualify. Not qualifying can result in significant penalties.

#2 - Check Your Business Name

Like other states, Michigan requires your LLC’s name to comply with state naming rules. If your original name is unavailable, you may need to use an assumed name for Michigan business activities.²

#3 - Obtain a Certificate of Good Standing

Also, you’ll need to provide a Certificate of Good Standing (sometimes known as a Certificate of Existence) from your home state to prove your LLC is compliant there.³

#4 - Complete the Application for Certificate of Authority

Fill out Form CSCL/CD-760: Application for Certificate of Authority to Transact Business in Michigan. You’ll need to include details like your LLC’s official name, principal office address, home state, and the name and address of your Michigan resident agent.⁴

#5 - Appoint a Michigan Resident Agent

A resident agent, also known as a registered agent, is required to receive legal documents and correspondence from the state on your LLC’s behalf. This agent will need to have a physical address in Michigan.⁵

#6 - Submit Your Application and Pay the Filing Fee

Mail your completed application, Certificate of Good Standing, and the $50 filing fee to the Commercial Licensing Bureau of the Michigan Corporations Division.

Processing typically takes about two weeks. Expedited options are available for an additional fee, starting at $50 for 24-hour service.⁶

#7 - Get Required Business Licenses

Depending on your industry and location, you may need additional business licenses or permits to operate legally in Michigan. Use Michigan’s online license search tool to determine your requirements.

#8 - File Your Annual Statement

Each year, your foreign LLC will need to file an annual statement with the state to stay in good standing.⁷

Open a Wise Business Account: Manage Your US Business Finances With Ease

Once you have established your business with an LLC, you’ll need a business account to manage your US finances. A Wise Business account is easy to open online and comes with no monthly fees. You can convert funds from your home currency to USD with low, transparent fees.

Wise is not a bank, but a Money Services Business (MSB) provider and a smart alternative to banks. The Wise Business account is designed with international business in mind, and makes it easy to send, hold, and manage business funds in currencies. You can get major currency account details for a one-off fee to receive overseas payments like a local. You can also send money to countries.

Some key features of Wise Business include:

Major local account details to receive international payments with ease No monthly account fees just a simple one-off fee for account details Receive payments from e-commerce platforms such as Amazon or via Stripe. Create invoices using the Wise invoice generator or invoice templates. Accounting integrations, including a QuickBooks Bill Pay connection. Bill payments will be synced, matched, and categorized in QuickBooks for simple reconciliation. Access to BatchTransfer. Fast payment of up to 1,000 people.

Open a Wise Business account online

Pros and Cons of Michigan Non-Resident LLC

For non-residents, operating a foreign LLC in Michigan comes with unique benefits and challenges:

Pros

• Access to Michigan’s large market and skilled workforce
• Limited liability protection for owners
• Ability to open physical locations and hire Michigan employees
• Increased credibility with Michigan customers and partners

Cons

• Additional fees: filing, annual statement, and possible business licenses
• Need to find a Michigan resident agent with a physical address in the state
• Risk of penalties for non-compliance or late filings
• Potential double taxation and reporting requirements

Note that if you operate as a single member LLC or a multi-member LLC, the process and requirements are the same, but tax treatment may differ.

How to Maintain a Michigan LLC as a Non-Resident

Once you’ve registered, you’ll need to maintain ongoing compliance with the state’s requirements in order to avoid penalties and ensure smooth business operations:

• Maintain a Michigan Resident Agent: You can act as your own agent, appoint someone else, or hire a professional service. The only requirement is that the agent has a current physical address in the state of Michigan.
• File Annual Statements: Michigan requires all LLCs, domestic LLC and foreign, to file an annual statement. The filing fee is only $25.₈
• Renew Business Licenses: Stay up to date with all required business licenses and permits for your industry and locality.
• Pay Taxes: While Michigan doesn’t have a traditional franchise tax for LLCs, you’ll need to make sure all state taxes, including sales and use tax and income tax, are paid as required.
• Update Corporate Records: Notify the Corporations Division if you change your principal office address, resident agent, or other key company details.

Why Register a Foreign LLC In Michigan?

Michigan is home to a large and diverse economy, providing businesses with access to major transportation hubs and a large customer base. Its business-friendly climate is ideal for foreign LLCs looking to expand their reach in the Midwest and beyond.

Notably, Michigan is known for its affordable startup costs and low annual fees, making it easier for businesses to establish and maintain operations. The filing fee for a foreign LLC is only $50, and ongoing compliance is straightforward and cost-effective.

Also, Michigan LLCs benefit from pass-through taxation, meaning profits are taxed at the individual level, rather than at the company level. The state doesn’t impose a traditional franchise tax, either, further reducing the cost of doing business.

Send Fast and Secure International Business Payments - See Rates Below

Conclusion

If you’re thinking about expanding your business into the Midwest, Michigan is a smart place to start. With a large base of potential customers and a educated, dynamic workforce, the state offers real opportunities for growth.

Plus, the process for registering your foreign LLC in Michigan is relatively straightforward and affordable. The filing fees are low, and the annual compliance requirements are clear and manageable. Even better, you don’t have to pay franchise tax.

By following the steps in the guide, you’ll set you company up for success and avoid costly headaches down the road.

Open Foreign LLC in Michigan FAQ

Does registering a Foreign LLC equate to opening an LLC for non-residents in the state?

Yes. When you register as a foreign limited liability company, your out-of-state LLC (including those owned by non-residents) is able to legally operate and expand its business activities in Michigan.

Do I need a physical address in Michigan?

No, you don’t need to have a physical address in Michigan to open a foreign LLC in the state. However, you’ll need to appoint a Michigan resident agent with a physical address in the state to receive official documents on your behalf.

How long does foreign registration take?

Usually, foreign registration takes about two weeks after submission. You can also pay an additional fee for expedited processing: either within 24 hours or on the same day of submission as long as you have your documents in before 1pm.

Can I operate in Michigan without registering?

No. If you conduct business operations in Michigan without proper foreign qualification, you can incur fines up to $10,000, personal liability, and back taxes.

What happens if I don’t maintain compliance?

Failure to file the annual statement, maintain a resident agent, or keep up with other requirements can result in penalties, fines, loss of good standing, and inability to access to Michigan’s courts for legal disputes.

---

Sources:

1. Why Michigan | Major Employers in Michigan
2. Naming a Limited Liability Company
3. Application for Certificate of Authority to Transact Business in Michigan
4. APPLICATION FOR CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS IN MICHIGAN
5. Resident Agent and Registered Office
6. How to Register as a Foreign Corporation in Michigan
7. Annual Filings
8. Annual Reports and Annual Statements