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Limited Liability Companies
Limited Liability Company
A limited liability company is a business formed by an organizer who may, but need not be a member. It is a business entity separate from its members and liability is limited to the financial contribution made by the member. The members are the owners of the company. The management of the company is carried out by its members, unless the Articles of Organization provide for management by managers. Governance is set forth by the Articles of Organization or operating agreement. A limited liability company is formed by filing the Articles of Organization (form CSCL/CD-700) with the Bureau.
Domestic Limited Liability Companies
Limited liability companies are formed for the purpose of generating profit, while limiting taxes and liability. Limited liability companies have all the powers granted to a corporation.
Professional Service Limited Liability Company
A professional limited liability company, as the name implies, is a company made up of licensed persons who have been legally authorized to provide a professional service. Professional limited liability companies must consist of at least one member who is licensed in each professional service being offered. If there is more than one member, they must all be licensed to provide the services of the company. Those professions which must form as a professional service limited liability company are dentists, osteopathic physicians, physicians, surgeons, doctors of divinity or other clergy and attorneys at law.
Foreign Limited Liability Company
A foreign limited liability company is one that is formed under the laws of another jurisdiction. Foreign limited liability companies that are "transacting business" in Michigan must first obtain a Certificate of Authority from this agency. The term "transacting business" is a technical term. The Michigan Limited Liability Company Act sets out particular activities, which in and of themselves do not constitute transacting business. In determining whether it is necessary to obtain a Certificate of Authority, the limited liability company should look at its proposed activities in this state, the statute, and applicable court decisions.