Corporations

Agency: Licensing and Regulatory Affairs

A Corporation is an association of persons, created by law and existing as an entity with powers and liabilities independent of those of its members.  In the case of profit corporations, its owners are shareholders.  The owners of nonprofits are members or sometimes shareholders.  The management of a corporation consists of directors and officers, usually elected by its shareholders or members.  Governance of the corporation is prescribed by law, bylaws of the corporation and the resolutions and decisions of its shareholders or members.

In order to form a corporation, whether profit, nonprofit, or ecclesiastical, Articles of Incorporation must be prepared and filed with the Bureau.  The Articles of Incorporation must include all of the following:

  • Name of corporation
  • Profit corporations must include the word "Corporation", "Incorporated", "Company", "Limited" or the abbreviation "Corp.", "Ltd.", "Inc.", or "Co."
  • Resident agent and registered office in Michigan upon whom legal service of process may be served
  • General nature of the corporation's business.  An all purpose clause is permitted for profit corporations, except for professional service corporations.
  • The term of the corporation, which may be perpetual
  • The number and class of shares to be issued
  • Name and business or residence address of the incorporators
  • Any agreements between incorporators regarding terminations, distributions of assets, dissolution and any other matters that the incorporators may decide to include.