Corporation Reinstatement and Revival Requirements in Michigan

At a glance

Requirements one by one

Confirm which status ended the corporation's active existence

Michigan uses different statutes for different events. Under Mich. Comp. Laws § 450.1922(1), two years of neglect or refusal to file an annual report or pay an annual filing fee or penalty is followed by automatic dissolution 60 days later. Section 450.1925 is the renewal route for that status.

Section 450.1815 instead covers a corporation whose stated term expired. That route is unavailable while a judicial-supervision proceeding under § 851 is pending.

The statutes state no outside renewal deadline

Sections 450.1815 and 450.1925 authorize renewal without stating a fixed number of years after expiration or automatic dissolution. The absence of an outside date does not remove the expired-term route's pending-proceeding bar or either route's filing and payment conditions.

The two routes use different filings

An automatically dissolved corporation renews under § 450.1925 by filing every report missing when dissolution occurred and every subsequent intervening report. Current § 450.1911 requires the corporation's name, resident agent and registered office, president, secretary, treasurer, directors, and general business nature. A no-change certification is permitted when the last filed report's information remains accurate.

An expired-term corporation files a certificate under § 450.1815. It states the corporate name, the date and place of the shareholder meeting, that the required director and shareholder votes approved renewal, and the renewed term if it will not be perpetual.

Missing reports and charges remain part of both cures

For automatic dissolution, § 450.1925 requires the missing and intervening reports, their fees, and the § 450.1921 penalties. The penalty is $10 for each month or part of a month, capped at $50 for a delinquency. LARA therefore lists each prior-year profit-corporation report after February 24, 1978 at $75: the current $25 report fee plus the maximum $50 penalty.

For an expired-term renewal, Business Corporation Act § 817, codified at § 450.1817, preserves accrued penalties and liabilities and still requires every report and fee omitted for an earlier year.

Name and resident-agent information must be current

Sections 450.1817 and 450.1925 permit the administrator to require a corporate name that conforms to § 212. Each annual report also states the resident agent and Michigan registered-office address, so the renewal sequence should not be treated as a reports-only exercise when the entity record is stale.

Approval depends on the route, but execution is flexible

Automatic-dissolution renewal does not state a separate board or shareholder vote. Each annual report is signed by an authorized officer or agent under § 450.1911.

Expired-term renewal requires a board resolution and approval by holders of a majority of the outstanding shares. The resulting certificate is executed by an authorized officer or agent under Business Corporation Act § 132, codified at § 450.1132, and current Form 525.

Filing proceeds through the LARA administrator

Business Corporation Act § 131, codified at § 450.1131, requires the administrator to accept internet delivery. For automatic-dissolution renewal, LARA directs the corporation to submit the oldest report first, wait for filing, and then proceed one report at a time in date order.

Current Form 525 permits online submission of the expired-term certificate and also supplies mail and in-person delivery instructions. Submission is not the same as acceptance; confirm the renewed status in the official entity record.

The fixed charges and expedite choices differ

There is no separate § 450.1925 reinstatement application or certificate fee in the current filing-fee schedule. Instead, § 450.2060 charges $25 for each § 450.1911 report through September 30, 2027, and $15 for a report paid after that date, plus any § 450.1921 penalty. The enacted fee reduction is already in current law but is not yet effective.

The expired-term certificate ordinarily carries a $10 fee. For an existing domestic corporation's filing, § 450.1131 also lists optional $100 24-hour, $200 same-day, $500 two-hour, and $1,000 one-hour service. Section 450.2060 allows an electronic-transmission charge of up to $50, and it requires waiver of section 450.2060 fees when the corporation proves that a majority of its shares are held by one or more honorably discharged veterans.

Renewal validates the interval without erasing every liability

Sections 450.1817 and 450.1925 make corporate rights the same as though the dissolution or term expiration had not occurred. They also make contracts entered into and other rights acquired during the interval valid and enforceable.

For expired-term renewal, § 450.1817 expressly preserves penalties and liabilities accrued under Michigan law. Neither provision says renewal restores a separate regulatory license, changes a limitations period, or resolves every inactive-period dispute.

What trips people up

• Form 525 is not the automatic-dissolution filing. Its own instructions limit it to § 815 renewal after a stated corporate term expires. Section 925 renewal instead proceeds through delinquent and intervening annual reports.
• The $10 certificate fee belongs only to the expired-term route. It is not a fixed administrative-reinstatement fee.
• The annual-report fee changes in 2027. Current law keeps the fee at $25 through September 30, 2027, then reduces it to $15 for reports paid later.
• No stated deadline is not an unconditional right to renew. The correct status, all required filings and payments, any name cure, and the § 815 judicial-proceeding bar still control.

Common questions

May an agent sign instead of an officer? Yes. Section 450.1911 permits an authorized officer or agent to sign an annual report, and § 450.1132 permits the same signers for an executed filing such as the expired-term certificate.

What if nothing changed since the last annual report? Section 450.1911(3) allows a report certifying that no required information changed, on an administrator-approved form.

What happens to accrued penalties and liabilities after renewal? Section 450.1817 preserves every penalty or liability accrued under Michigan law and requires missing reports and fees.

Statutes and sources

• Mich. Comp. Laws §§ 450.1815 and 450.1817 — expired-term eligibility, approval, certificate contents, name cure, arrears, effect, and preserved liabilities. Official § 450.1815 text and § 450.1817 text (accessed 2026-08-02).
• Mich. Comp. Laws §§ 450.1911, 450.1921, 450.1922, and 450.1925 — annual- report content and signer, penalties, automatic dissolution, renewal filings, name cure, and legal effect. Official § 450.1911 text, § 450.1921 text, § 450.1922 text, and § 450.1925 text (accessed 2026-08-02).
• Mich. Comp. Laws §§ 450.1131-.1132 and 450.2060 — delivery, internet filing, signatures, expedite tiers, certificate fee, and the future report- fee change. Official § 450.1131 text, § 450.1132 text, and § 450.2060 text (accessed 2026-08-02).
• Michigan LARA renewal guidance and Form CSCL/CD-525 — report sequence, prior-year report amount, expired-term form, $10 fee, and filing methods. Official renewal page and official Form 525 (accessed 2026-08-02).