Form a corporation in Michigan
Michigan is inexpensive to incorporate in, with a share-based filing fee and a corporate tax that only bites above a threshold. CountSure files with LARA and tracks the May 15 report. $60 to file, and the 6% tax only starts above $350,000 in receipts.
Requirements, costs & steps for an incorporate in Michigan
Incorporating in Michigan is inexpensive to start and to maintain, but two details set the corporation apart from a Michigan LLC. The filing fee scales with how many shares you authorize, and the annual report is due May 15, a different date from the LLC’s February 15. Add the flat 6% Corporate Income Tax, which only kicks in above a gross-receipts threshold, and Michigan is a straightforward, low-cost state to incorporate in. This guide covers the cost, the filing steps, the tax, and ongoing compliance. To compare structures first, read our Michigan LLC formation guide, or let our Michigan incorporation service file it all for you.
What you need to know?
Filing fee scales with shares:
$60 minimum for Articles of Incorporation, covering up to 60,000 authorized shares; authorizing more raises the organization-tax portion.
Annual report, due May 15:
$25 each year, and note the date is different from the LLC’s February 15 Annual Statement.
Flat 6% Corporate Income Tax, with a threshold:
The CIT is 6%, but it applies only if Michigan gross receipts reach $350,000, so small C-corps are effectively exempt.
No franchise tax:
Michigan retired the Michigan Business Tax in 2012; there is no franchise or privilege tax.
Directors:
At least one director; a single person can hold all required offices.
Michigan corporation at a glance
The essentials for incorporating and maintaining a Michigan corporation.
How to incorporate in Michigan, Step by Step
Seven steps from name check through your May 15 annual report.
Choose a compliant corporate name
Michigan corporate names must include “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation, be distinguishable from existing names, and not mislead the public. Reserve a name for six months for $10 if desired.
Appoint a resident agent
A Michigan resident or a business entity authorized in Michigan, with a physical registered office in the state (no PO box). CountSure can act as your resident agent.
Set your authorized shares
The $275 minimum fee covers up to 275,000 authorized shares. Above that, add $100 per additional 100,000 shares, so decide your share count before filing to control the fee.
Adopt bylaws and hold an organizational meeting
Appoint directors and officers, adopt bylaws (internal, not filed), and authorize stock issuance. Keep minutes and a stock ledger in your corporate records.
File Articles of Incorporation with LARA
File through the MiBusiness Registry Portal (or by mail) with the $60 minimum fee. Form CSCL/CD-500 lists the corporate name, authorized shares, resident agent and registered office, purpose, and incorporators. Governed by the Michigan Business Corporation Act (Act 284 of 1972).
Get an EIN and register for taxes
Obtain a free EIN; to elect S-corp treatment, file IRS Form 2553; register with the Department of Treasury for the Corporate Income Tax, sales tax, and withholding as needed.
Calendar your May 15 annual report
File the $25 annual report with LARA by May 15 each year. Note this is a different date from the LLC’s February 15 statement, so if you run both, calendar them separately.
Director & formation Requirements
Michigan keeps director rules light and prices the filing on your share count. Here’s what to get right.
- Minimum number: At least one director.
- Residency / age: No Michigan residency requirement.
- Listed in Articles: Director names are not required in the Articles of Incorporation; they are kept in your corporate records. Officers run day-to-day, and one person may hold all offices.
- Bylaws: Michigan corporations adopt bylaws internally; they are not filed with LARA.
- Stock: The number of authorized shares drives the organization tax above 60,000 shares; decide it before filing.
Ongoing Michigan corporation Compliance & Taxes
Corporate records
Keep the Articles, bylaws, stock ledger, director and officer lists, and minutes of shareholder and board meetings at your principal office. Maintaining these formalities protects your limited-liability status.
Annual report, due May 15
Michigan corporations file an annual report with LARA by May 15 each year, for $25, starting the year after incorporation. This is a genuinely different filing from the LLC’s Annual Statement, both in name and in date (May 15 for corporations versus February 15 for LLCs), so owners who run both entity types need two separate reminders. Filing late adds a penalty of $10 per month up to a $50 maximum, and continued non-filing can lead to loss of good standing. As with LLCs, watch for scam mailings; LARA’s fee is $25, paid directly.
Corporate Income Tax, flat 6%
Michigan taxes C-corporation income at a flat 6%, but with an important floor: the tax applies only if your Michigan-apportioned gross receipts are $350,000 or more and the tax would exceed $100. Small corporations under that gross-receipts threshold are effectively exempt. Michigan uses single-sales-factor apportionment, so only the share of income tied to Michigan sales is taxed. There is no franchise tax. Corporations file the CIT return with the Department of Treasury, by the last day of the fourth month after the tax year ends (April 30 for calendar-year filers).
S corporation election
Michigan recognizes the federal S-corporation election. Income generally passes through to shareholders and is taxed on their Michigan personal returns at the flat 4.25% rate rather than the 6% CIT. S corporations may elect the Flow-Through Entity (FTE) tax, which lets the entity pay Michigan tax to help owners work around the federal SALT cap; the election is binding for three tax years. S corporations still file the May 15 annual report.
EIN and state tax accounts
An EIN is required to hire and bank. Register with the Department of Treasury through Michigan Treasury Online for the Corporate Income Tax, withholding, and sales tax as applicable.
Michigan incorporation Cost Breakdown
The full picture before optional services.
Insight From Our Team
“Two Michigan details matter for a corporation. First, the filing fee is based on your authorized shares. Sixty dollars covers you up to sixty thousand shares, but authorize a huge block and the organization tax climbs, so we size the share count deliberately. Second, and this is the one that catches people who also run an LLC, the corporate annual report is due May 15, not February 15 like the LLC statement. Same state, same agency, two different dates. On tax, the good news is the six percent corporate income tax only bites once your Michigan gross receipts hit three hundred and fifty thousand dollars, so a lot of smaller corporations owe nothing at the state level.”
Parth Shah
CountSure
Related Guides & Services
Frequently Asked Questions
The Articles of Incorporation fee is $60 minimum, which covers up to 60,000 authorized shares. Above that, the organization tax rises with the number of shares. The annual report that follows is $25.
A flat 6% on C-corporation income, but only if your Michigan-apportioned gross receipts are $350,000 or more. Smaller corporations under that threshold are effectively exempt. There is no franchise tax.
By May 15 each year. Note this is different from the LLC Annual Statement, which is due February 15. If you run both an LLC and a corporation, you have two separate deadlines.
At least one. Director names are not required in the Articles of Incorporation, and one person can hold all required officer positions.
No. Michigan repealed the Michigan Business Tax in 2012. Corporations pay the 6% Corporate Income Tax only above the gross-receipts threshold, and there is no separate franchise or privilege tax.
Get Started
Start your Incorporate in Michigan with CountSure
From a well-sized share structure and the LARA Articles of Incorporation to bylaws, EIN, the May 15 annual report, and the Corporate Income Tax, CountSure handles Michigan incorporation start to finish.
- Free 30-minute consultation with a CPA
- Fixed-fee, fully transparent pricing
- 100% remote - no travel or visa required
