Corporation Registered-Agent Change and Resignation Requirements in Michigan
At a glance
| Governing law, entity, agent, and scope | Michigan Business Corporation Act and corporation-service statute; ordinary domestic for-profit corporation and its resident-agent record, not nonprofit, professional, benefit, foreign, regulated, litigation, or provider-contract rules (MCL §§ 450.1101, 450.1106, 450.1241-.1243; 600.1920) |
|---|---|
| Continuous agent and office; eligibility | Continuously maintain Michigan registered office and resident agent; agent may be Michigan-resident individual, domestic corporation or LLC, or authorized foreign corporation or LLC; agent business office or residence and registered-office address must match (§ 450.1241) |
| Corporation change authority and internal approval | Corporation files statement changing agent, office, or both after board resolution; authorized officer/agent signs, incorporator or majority of incorporators signs before first board meeting, and secretary or assistant secretary is expressly permitted (§§ 450.1132, 450.1242(1)) |
| Statement contents, signer, consent, and filing | State corporation name, current office street/mailing addresses and agent, changed office street/mailing addresses and/or successor agent, identical- address statement, and board authorization; Form 520 adds Bureau ID and signature/name/title/date, with no separate filed successor-agent acceptance (§ 450.1242; Form 520) |
| Registered-office and agent-office address rules | Michigan address identical to agent's business office or residence; office may be corporation's business place; Form 520 requires street address, forbids P.O. box as registered office, and permits different mailing address (§ 450.1241; Form 520) |
| Agent-initiated, bulk, and commercial-agent changes | Resident agent moving within Michigan may file an office-address change, sign it, omit successor-agent and board-resolution items, and recite that a copy was mailed to corporation; §§ 450.1241-.1243 provide no agent-name bulk or commercial-listing route (§ 450.1242(2)) |
| Agent resignation, notice, delay, and successor gap | Agent files written notice with corporation president or vice president and administrator; corporation promptly appoints successor; appointment and old office end on earlier successor appointment or 30 days after administrator receives notice; corporation resignation filing has no fee (§ 450.1243; Form 521) |
| Effective time, fee, report, and correction routes | Change defaults effective when endorsed, with later time no more than 90 days after delivery; $5; current annual report may update agent and office and costs $25 through September 30, 2027; $10 correction relates back except against adversely affected reliance (§§ 450.1131, 450.1133, 450.1911, 450.2060; LARA annual-filing guidance) |
| Service, default, dissolution, foreign, and contract boundaries | Serve officer/agent or statutory alternatives; no maintained resident agent permits registered-mail service to corporation or appropriate officer and state filing office; cited Act has no separate domestic agent-lapse dissolution clock, while two years of annual-report/fee default triggers automatic dissolution 60 days later after advance notice (§§ 600.1920, 450.1922) |
Requirements one by one
Michigan requires a board resolution for the corporation's change
Mich. Comp. Laws § 450.1242 requires a statement for an agent change, an office change, or both. It identifies the current agent and office, supplies the new information, confirms that the agent and office addresses will match, and recites a board resolution authorizing the change. The current Form 520 adds the Bureau identification number and the signer's printed name, title or capacity, signature, and date.
Mich. Comp. Laws §§ 450.1131 and 450.1132 govern filing effectiveness and execution. Section 450.1132 generally permits an authorized officer or agent to sign. If the first board has not met, the incorporator or a majority of multiple incorporators signs. Section 450.1242 also expressly permits the secretary or assistant secretary. Neither that section nor Form 520 has a separate successor- agent acceptance or consent-signature field.
The registered office and agent address must match
Under § 450.1241, the corporation continuously maintains both a Michigan registered office and resident agent. The agent may be a Michigan-resident individual, a domestic corporation or LLC, or an authorized foreign corporation or LLC. The agent's business office or residence address must be the registered- office address.
Form 520 separates the registered-office street address from a different mailing address. Its instructions bar a P.O. box as the registered office, while the mailing-address line may use one.
The resident agent has a narrow address-change route
If the resident agent moves its business office or residence to another Michigan address, § 450.1242(2) lets the agent sign and file the corresponding registered- office change. The agent need not supply a successor-agent item or board- resolution recital, but the statement must say that a copy was mailed to the corporation.
The current §§ 450.1241-.1243 contain no parallel agent-name bulk filing or commercial-agent listing system. A name change or replacement therefore remains on the corporation's ordinary change route unless another independently applicable filing changes the record.
Resignation uses two recipients and a delayed endpoint
Mich. Comp. Laws § 450.1243 requires the resident agent to file written notice with both the administrator and the corporation's president or a vice president. The corporation must promptly appoint a successor. The old appointment ends when a successor is appointed or 30 days after the administrator receives the notice, whichever occurs first; at that point the resigned agent's address also stops being the registered office. Current Form 521 charges a corporation no fee.
Filing, annual-report, and correction routes differ
Under § 450.1131, the ordinary change becomes effective when endorsed unless it states a later effective time no more than 90 days after delivery. Section 450.2060 sets the change-statement fee at $5; Mich. Comp. Laws § 450.2060 also sets the current report and correction fees. Current LARA annual-report guidance also permits the corporation to update its resident-agent and registered-office information in that filing; the current annual-report fee is $25 through September 30, 2027.
Mich. Comp. Laws § 450.1133 is narrower than a later change. Its $10 certificate corrects an inaccurate original record, defective or erroneous execution, or defective electronic transmission. The corrected record generally relates back, except against a person adversely affected after relying on the inaccurate portion.
Service continues despite an agent lapse
Mich. Comp. Laws § 600.1920 permits service on an officer or resident agent and states other corporation-service routes. If the corporation failed to appoint and maintain a resident agent, subsection (4) permits registered-mail service of the summons and complaint to the corporation or an appropriate officer and the state filing office.
Michigan's current Business Corporation Act does not attach a separate domestic administrative-dissolution clock to the agent vacancy itself. Section 450.1922 instead automatically dissolves a domestic corporation for a two-year annual- report or fee default 60 days after that two-year period, with advance notice required. Mich. Comp. Laws §§ 450.1911 and 450.1922 govern that annual-report record and default track. Replacing an agent does not itself resolve a missed report, prior service event, or private provider-contract issue.
What trips people up
Michigan calls the role a resident agent. The filing still changes the corporation's registered-office and agent record, but the Act and forms use Michigan's terminology.
The agent's address-only route is not a general replacement route. It is available when the resident agent moves within Michigan and mails the corporation a copy. A successor-agent change uses the corporation's statement and board-resolution recital.
Resignation does not end the office immediately. The agent's appointment and the old registered office remain until the earlier successor appointment or the end of the 30-day statutory period.
Common questions
Can the corporation use its annual report instead of Form 520? Current LARA guidance says the annual filing is an opportunity to add or update the resident agent and registered-office information. A corporation should use the current portal and filing instructions for that year's report.
Does a successor agent sign Form 520? The current form has no separate successor-agent signature or acceptance field. The corporation's signer makes the filing after the board-authorized change.
Can the registered office be a P.O. box? No. Form 520 requires a street address for the registered office, although a different mailing address may be a P.O. box.
Statutes and sources
- Michigan Business Corporation Act, especially Mich. Comp. Laws §§ 450.1101, 450.1106, 450.1131-.1133, 450.1241-.1243, 450.1911, 450.1922, and 450.2060 — scope, filing, signer, correction, continuous agent and office, change, resignation, annual report, dissolution, and fees. https://www.legislature.mi.gov/documents/mcl/pdf/mcl-Act-284-of-1972.pdf (accessed 2026-08-23)
- Mich. Comp. Laws § 600.1920 — corporation service and the no-resident- agent registered-mail route. https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-600-1920 (accessed 2026-08-23)
- Michigan LARA Forms CSCL/CD 520 and 521 (Rev. 07/25) — current filing fields, address instruction, signature, submission, fee, and resignation procedure. https://www.michigan.gov/lara/-/media/Project/Websites/lara/cscl/NonImages_new/Corps/forms/corporation/520-0725.pdf (accessed 2026-08-23)
- Michigan LARA annual-report guidance — current annual update route, due date, and fee. https://www.michigan.gov/lara/bureau-list/cscl/corps/michigan-business-roadmap/annual-reports-and-annual-statements (accessed 2026-08-23)
Source links
Every statute quoted above, linked, with the date we checked it.
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