Foreign Corporation

Agency: Licensing and Regulatory Affairs

A foreign corporation is one that is incorporated under laws other than the laws of this state. A foreign corporation whether profit or nonprofit, is required to obtain a Certificate of Authority if it is "transacting business" or "conducting affairs" in this state. These terms are technical and decisions to apply for a certificate of authority should be based on proposed activities in this state, the statute, and applicable court decisions. A booklet containing the statute is available from the Bureau. If a Certificate of Authority is required, the corporation should file an Application for Certificate of Authority (form CSCL/CD-560).  All of the following information should be included on the application.

- Name of the Corporation.
- Resident agent and registered office in Michigan.
- Character of the corporation's business.
- Date of Incorporation, jurisdiction and the term of the corporation.
- The number of shares authorized.
- Street address of main principal office.

All foreign corporations must include with the application a certificate setting forth that the corporation is in good standing under the laws and jurisdiction of its incorporation, executed by the official of the jurisdiction who has custody of the records pertaining to corporations and dated not earlier than 30 days before filing the application. Nonprofit corporations must also include a copy of the articles of incorporation including any amendments, certified by the officer of the jurisdiction of its incorporation.

Both foreign profit and nonprofit corporations are subject to certain provision of the same statutes that govern domestic corporations. These statutes are the Business Corporation Act and the Nonprofit Corporation Act.