Michigan: Business Corporation Formation Filing Requirements

Requirements one by one

Form 500 puts the core formation facts on the public record

Under § 450.1201, one or more incorporators form the corporation by signing and
filing articles. Section 450.1202 requires the name, purpose, total authorized
shares, initial resident agent, registered-office street and mailing addresses,
each incorporator's name and address, and duration only when it is not perpetual.
The current Form 500 instructions require each incorporator to sign.

Initial directors and officers are not among § 450.1202's required article
fields, and Form 500 has no field for them. The form likewise has no principal-
office or par-value field. If the corporation uses more than one class or series,
the articles instead state each designation, count, and determined rights,
preferences, and limitations. MCL § 450.1301 requires the rights for each class
to be stated in the articles, while § 450.1302 permits board-created classes or
series only when the articles grant that authority and a later certificate is
filed.

The fee depends on the authorized-share count

Section 450.1131 permits online delivery and makes a filed document effective
when endorsed unless the articles state a later time within 90 days after
delivery. Current Form 500 also offers mail and in-person delivery.

The minimum is two charges, not one: § 450.2060 sets a $10 articles fee and
§ 450.2062 adds a $50 organization fee for 60,000 or fewer authorized shares.
That makes the minimum total $60. Authorizing 60,001 through 1,000,000 shares
raises the organization fee to $100 before the $10 filing fee is added.

Incorporators and the first board divide the organization work

Corporate existence begins on the articles' effective date under § 450.1221.
Section 450.1223 lets a majority of the incorporators select the board by meeting
or written instrument before or after filing and lets them adopt bylaws.

After filing, any director may call the first board meeting with at least three
days' mailed notice to every director. A majority is the first-meeting quorum.
The board may adopt bylaws, elect officers, and handle other business. Section
450.1231 makes adoption of initial bylaws mandatory but permits the incorporators,
shareholders, or board to adopt them. Unless the articles or bylaws prohibit it,
§ 450.1525 permits unanimous written or electronic board consent instead of a
meeting.

Section 450.1531 requires a president, secretary, and treasurer and lets the same
person hold two or more offices, subject to the section's rule against signing in
multiple capacities when an instrument requires two officers.

The first recurring report is not an initial formation filing

The current Act and Form 500 prescribe no newspaper publication or separate
initial report. MCL § 450.1911 instead requires an annual report by May 15 and
excuses a corporation formed from January 1 through May 15 from filing one in
that same calendar year. The report later adds the president, secretary,
treasurer, and directors to the state record.

The annual-report fee is currently $25. Section 450.2060 already schedules that
fee to fall to $15 for payments after September 30, 2027.

What trips people up

The registered-office address and its mailing address are separate Form 500
lines. The street address must be a Michigan physical location; the instructions
say a post office box cannot be the registered office, though the different
mailing-address line may use a post office box.

The authorized-share count affects the formation bill even though the articles
do not ask for par value. Crossing from 60,000 to 60,001 authorized shares doubles
the organization fee from $50 to $100.

MCL § 450.1209 currently permits nonconflicting management and bylaw terms and
specified director-liability limits. Pending S.B. 789 would expand that menu to
specified officer-liability limits and business-opportunity renunciations; it has
not enacted.

Common questions

Must the articles describe one specific business?

No. Section 450.1251 permits any lawful purpose, and § 450.1202 allows the broad
Business Corporation Act purpose clause used in Form 500 for an ordinary profit
corporation.

Must Form 500 state par value or name the initial directors?

No. Neither appears in § 450.1202's mandatory list or the current form. The
articles must state the authorized-share count and any class or series terms that
have been determined, and the incorporators select the initial board separately.

Does filing the articles itself elect officers and adopt bylaws?

No. Filing starts corporate existence when the articles become effective. The
incorporators select the board, initial bylaws must be adopted, and the board
ordinarily elects the required officers during organization.

Statutes and sources

• Michigan Business Corporation Act, MCL §§ 450.1131-.1132, 450.1201-.1202,
  450.1209, 450.1211-.1212, 450.1221-.1223, 450.1231, 450.1241, 450.1251,
  450.1301-.1302, 450.1525, 450.1531, 450.1911, 450.2060, and 450.2062 — current
  official whole-act text rendered August 7, 2026 and complete through PA 20 of
  2026; accessed August 14, 2026.
• Michigan LARA Form CSCL/CD-500 (Rev. 07/25) and current corporation forms and
  fee pages — filing fields, signatures, routes, effective-date instruction, and
  share-based fees; accessed August 14, 2026.
• Michigan S.B. 789 official bill page and current bill text — pending charter-
  provision amendments and current action trail; checked August 14, 2026.