Michigan Foreign LLC Registration: Certificate of Authority for Out-of-State Companies

If your LLC was formed in another state and you want to do business in Michigan, you generally have to register it with the state before you start. Michigan calls this a Certificate of Authority, and the filing is the Application for Certificate of Authority. This guide covers who has to file, what the application requires, what it costs, and what you owe after approval, including the ongoing Annual Statement and the steps to withdraw.

This is informational content, not legal or tax advice. Registration rules turn on facts about your business, so confirm your situation with an attorney or CPA before you file.

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Who Needs a Michigan Certificate of Authority

An LLC formed in another state must file with the Michigan Department of Licensing and Regulatory Affairs (LARA) before it transacts business in Michigan. That is the core rule for a Michigan foreign LLC. The difficult part is deciding what counts as transacting business. The Michigan Limited Liability Company Act lists activities that do not count, but that list does not settle every case. Review the statute and relevant court decisions, or ask an attorney, before you assume your activity is exempt.

Do not assume you are safe because you have no office here. Sales made to Michigan customers, ongoing service work performed in the state, or a Michigan employee can all raise the question. If your activity is limited or occasional, get a written opinion from counsel rather than relying on a guess.

What the Application Requires

The Application for Certificate of Authority (Form CSCL/CD-760) asks for specific information. Gather these items before you start:

Home-state good standing certificate. It must be dated within 30 days before LARA receives your filing. Order it from the Secretary of State in your home state, and time the order so it does not go stale while you prepare the packet.
A Michigan resident agent and registered office. Michigan uses the term resident agent. The agent must be a Michigan resident, a Michigan corporation, a foreign corporation with a certificate of authority to transact business in Michigan, a Michigan limited liability company, or a foreign limited liability company authorized to transact business in Michigan.
The home-state organization date. Use the date your LLC was formed in its home state.
The specific business you will transact in Michigan. An all-purpose statement is not allowed. Describe the actual activity, such as "residential HVAC installation and service," rather than "any lawful business."

The registered office is the physical location of the resident agent. It can be the same as your place of business, but it does not have to be. A P.O. box alone is not sufficient.

Check Your Name First

Search the MiBusiness Registry business search before you file. Your LLC name must be distinguishable on LARA's records. If your home-state name is already in use in Michigan, ask LARA how it handles that before you file, because you may need to adjust the name for Michigan. Michigan also allows a name reservation (Form CSCL/CD-540, $25), which holds a name for six months following the month of filing, but confirm whether that option fits your filing timeline with LARA.

Step by Step: Filing With LARA

Order the home-state good standing certificate. Confirm it is dated within 30 days of the date you plan to file.
Appoint a Michigan resident agent and confirm a registered office address that is a physical location.
Complete Form CSCL/CD-760. Find the current form on the LARA Corporations Division page, and check that page for the current filing methods. MiBusiness Registry is the state's online portal.
Pay the $50 filing fee. Michigan cites MCL 450.5101(1)(n) for this fee.
Decide whether to pay for expedited review. Expedited service is added on top of the filing fee. For formation or qualification documents, 24-hour service costs $50, same-day service costs $100, two-hour same-day service costs $500 (must be received by 3 p.m.), and one-hour same-day service costs $1,000 (must be received by 4 p.m.). Expedited service is requested on Form CSCL/CD-272.

LARA does not publish a guaranteed standard review time for routine filings, so plan around that uncertainty. If you have a Michigan contract or lease with a start date, file early enough to leave room for a rejected or corrected application.

Fees at a Glance

Filing	Form	Fee	When
Application for Certificate of Authority	CSCL/CD-760	$50	Before transacting business in Michigan
Amended Application	CSCL/CD-762	$25	Within 30 days of any change
Annual Statement	Annual Statement	$25	Due February 15 each year
Certificate of Withdrawal	CSCL/CD-761	$10	When you leave Michigan
Expedited review	CSCL/CD-272	$50 to $1,000	Optional, added to the filing fee
Assumed name certificate (LLC)	CSCL/CD-541	$25	Only if you operate under a trade name

These are the figures on the state's published schedule. Fees can change, so confirm each one on the LARA Corporations Division page before you pay.

Keeping Your Michigan Registration Current

Amended Application

If information in your filing changes, file an Amended Application (Form CSCL/CD-762) within 30 days of the change. The fee is $25. Changes to the resident agent or registered office are a common trigger. Ask LARA whether a resident agent change uses CSCL/CD-762 or the Michigan resident agent change form, CSCL/CD-520, since the forms serve different entity types.

Annual Statement

A foreign LLC also files the Annual Statement (the LLC version of the annual report). The fee is $25, and it is due February 15 each year. An LLC that was formed or qualified after September 30 does not owe a statement on the February 15 immediately following that filing. The filing schedule also refers to a reduced $15 amount for a payment made after September 30, 2027. Confirm that figure with LARA before you budget for it.

Michigan Taxes for a Foreign LLC

Michigan does not impose a franchise tax, and the Department of Treasury does not list one among the state's business taxes. The only recurring LARA charge is the $25 Annual Statement. Tax treatment depends on how the LLC is classified for federal purposes:

Pass-through treatment. A standard LLC is a pass-through entity. Members report income on the Michigan individual income tax at the flat 4.25% rate for the 2026 tax year.
Corporate treatment. An LLC that elects federal C corporation treatment is subject to the 6% Michigan Corporate Income Tax. A small business alternative credit offers an alternate rate of 1.8% of adjusted business income.
Flow-Through Entity Tax. Michigan offers an elective Flow-Through Entity Tax. Ask a CPA whether it applies to your situation.

A foreign LLC with Michigan activity may have Michigan tax filing obligations even if it is registered somewhere else. Confirm your filing duties with the Michigan Department of Treasury at michigan.gov/taxes, or ask a CPA who works with multistate entities. City income tax exists in only 24 Michigan cities, so check whether your Michigan activity sits in one of them.

If you sell taxable goods in Michigan, register for a sales tax license with Treasury. The state sales tax rate is 6%. Registration is free and can arrive in as little as 7 business days. Register online through the Treasury online business registration page.

Licenses and Local Approvals

Registering your LLC is a filing, not a license. Michigan has no general statewide business license. LARA's Corporations Division receives and files the documents that form and maintain entities, and it does not license businesses. Your activity determines what else you need:

Professional and trade licenses through the LARA Bureau of Professional Licensing and the Bureau of Construction Codes
Food and agricultural approvals through MDARD, and liquor approvals through the Michigan Liquor Control Commission (MLCC)
Cannabis licensing through the Cannabis Regulatory Agency, and child care licensing through LARA
Local zoning, certificate of occupancy and health approvals

Michigan has 83 counties, roughly 275 to 280 cities, roughly 255 to 258 villages, and 1,240 townships, so local rules vary widely. Check LARA's State License Search to see whether your activity requires a license, and check with your city, village or township before you sign a lease or open a location.

Withdrawing From Michigan

If your LLC stops transacting business in Michigan, file a Certificate of Withdrawal (Form CSCL/CD-761). The fee is $10. Also request a tax clearance from Treasury within 60 days, so the state confirms your Michigan tax accounts are settled. Confirm the exact sequence with LARA and Treasury before you file, and keep filing your Annual Statement until the withdrawal is complete.

Common Mistakes to Avoid

Using a P.O. box as the registered office. A P.O. box alone is not sufficient.
Writing an all-purpose business description. Michigan requires the specific business you will transact here.
Filing with an old good standing certificate. It must be dated within 30 days before LARA receives the filing.
Skipping the Amended Application. Changes must be reported within 30 days.
Forgetting the Annual Statement. A foreign LLC owes it every year after the first exempt period.

Official Resources

LARA Corporations Division: michigan.gov/lara/bureau-list/cscl/corps
MiBusiness Registry business search: mibusinessregistry.lara.state.mi.us/search/business
MiBusiness Registry Portal (online filing): mibusinessregistry.lara.state.mi.us
Michigan Department of Treasury: michigan.gov/taxes
Michigan Small Business Development Center: michigansbdc.org
SBA Michigan district office: sba.gov/district/michigan

When to Get Professional Help

A single-state LLC with a clear Michigan activity can often file on its own. Get professional help if your LLC operates in several states, if you are unsure whether your activity counts as transacting business, if you have Michigan employees or inventory, or if you need to restructure as a corporation. An attorney can answer the transacting-business question, and a CPA can explain your Michigan and federal tax position.

This guide is informational only and is not legal or tax advice. Verify current fees, forms and deadlines with LARA and the Michigan Department of Treasury before you file, and consult a qualified attorney or CPA about your specific situation.