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Annual Reports and Annual Statements

Annual Reports and Annual Statements

Essential Information for Maintaining the Active Status of Your Business

Every corporation and LLC is required to file an Annual Report for Corporations, an Annual Statement for Limited Liability Companies or an Annual Report and Annual Statement for Professional Limited Liability Companies.  This is not the same thing as filing your taxes.

3 Keys of Annual Reports and Annual Statements

  1. Start Reporting
  2. Maintain Active Status
  3. Avoid Revocation

Failure to file will result in the Dissolution or Revocation of your business or Loss of Good Standing

  • ALL CORPORATIONS AND LLCS REGISTERED WITH THE CORPORATIONS DIVISION MUST FILE AN ANNUAL REPORT OR STATEMENT.

    • Corporations, Nonprofit Corporations, Limited Liability Companies and Professional Limited Liability Companies are required to file.
    • Limited Partnerships and Limited Liability Partnerships do not file.
    • Sole Proprietorships and General Partnerships do not register with the Corporations Division and do not file.

  • REQUIRED INFORMATION IN THE ANNUAL FILING

    This is your opportunity to make sure your business information is current. The following information must be added or updated:

    1. Registered Office Address

    2. Resident Agent name and address

    • The resident agent is responsible for receiving important legal documents on behalf of the entity including service of process, notice or demand that is required or permitted by law to be served on the entity.
    • The resident agent address must be in Michigan. If you do not have a Michigan address, you may hire a service company or law firm to serve as your resident agent.
    • A business cannot serve as its own resident agent.

    Depending on the entity type, officer(s) and director(s)

    • The name and address of officers and directors must be included.

    Resident Agent email address

    • If you provide an email address, you will receive reminders to pay for your report and notices when changes to your annual filing are submitted to the Corporations Division. These notices will help you prevent business identity theft.

    Professional Corporations must include at least one shareholder that is a properly licensed professional. 

    Professional Limited Liability Companies (PLLCs) must include at least one member or manager that is a properly licensed professional. 

  • LIMITED LIABILITY COMPANIES and PROFESSIONAL LIMITED LIABILITY COMPANIES

    • Due Date: February 15 each year after organization/qualification. 
    • However, if the limited liability company is formed/qualified after September 30, it is not required to file an annual statement on February 15 of the year immediately succeeding its formation. 
    • Online filing for begins October 15.

    PROFIT CORPORATIONS and PROFESSIONAL CORPORATIONS

    • Due Date: May 15 each year after incorporation/qualification. 
    • Online filing begins January 15

    NONPROFIT CORPORATIONS

    • Due Date: October 1 each year after incorporation/qualification. 
    • Online filing begins June 15

  • Annual Reports and Annual Statements are filed with the Corporations Division, part of the Corporations, Securities and Commercial Licensing Bureau (CSCL) under the Department of Licensing and Regulatory Affairs (LARA) within the State of Michigan. Annuals can be submitted using the Corporations Online Filing System (COFS) or by paper.

    Benefit of filing on COFS

    • COFS helps ensure submissions are not rejected and it provides faster processing times.

  • The Corporations Division must maintain a public record of businesses operating in Michigan. It is essential that the information is current.

    Michigan statutes require businesses to submit an Annual Report or Annual Statement.        

  • CONSEQUENCES OF FAILING TO FILE

    Failing to file an annual will result in the dissolution, revocation or not good standing status of your business after a two-year grace period or one year for foreign corporations.

    WHY IT’S IMPORTANT TO AVOID DISSOLUTION OR NOT GOOD STANDING

    • You may lose the rights to your business name and assumed names.
    • There are penalty fees for getting your business back in good standing.

  • Maintaining Current information with the Corporations Division is essential to receiving reminders.

    Email reminders are sent 90 days prior to the annual due date to the email registered with the business entity.

    Pending Dissolution Notice: Pending Dissolution Notices will be sent out 90 days prior to the due date.

  • LIMITED LIABILITY COMPANIES

              Fee: $25.00

     

    PROFESSIONAL LIMITED LIABILITY COMPANIES

    Fee: $75.00

    Penalty fee of $50.00 if received after the February 15 due date.

     

    CORPORATIONS

    Fee: $25.00   

    Penalties are imposed if reports are not received by the May 15 due date.

    May 16 - May 31

    $10.00

    June 1 - June 30

    		 $20.00

    July 1 - July 31

    		 $30.00

    August 1 - August 31

    		 $40.00

    September 1 or Thereafter

    		 $50.00

     

    NONPROFIT CORPORATIONS

               Fee: $20.00