LLC Administrative Dissolution and Involuntary Termination in Michigan
At a glance
| Law, agency and LLC scope | Michigan LLC Act §§ 450.4207, 450.4207a; LARA administrator acts on ordinary domestic LLC annual-statement defaults by ending good standing, while the LLC remains in existence. |
|---|---|
| Grounds and trigger dates | Two consecutive missed annual statements trigger administrator notice; each statement is due February 15, with a first-year exception for formation after September 30 (§§ 450.4207(3), 450.4207a(2)). |
| Agency notice | Administrator shall notify the LLC of the consequences after two missed years; § 450.4207a(2) specifies the company as recipient and the consequences as content (§ 450.4207a(2)). |
| Cure or response window | File all omitted annual statements and pay applicable fees within 60 days after administrator's notice is sent (§ 450.4207a(3)). |
| Action and effective date | At uncured 60-day expiration, LLC is not in good standing; the statute states no agency dissolution certificate for this default (§ 450.4207a(3)). |
| Status, activity and service | LLC remains in existence and may transact business; name becomes available and most new filings are refused. If agent cannot be found or maintained, process may reach administrator by registered mail (§§ 450.4207(4), 450.4207a(3)). |
| Special routes and effects | The § 450.4207a annual-statement consequence is loss of good standing; § 450.4207(4) separately permits administrator service when the agent cannot be found or maintained. |
| Route back and limits | File certificate of restoration with missing statements, fees and certificate fee; supply current agent/office and new name if old name unavailable (§ 450.4207a(4)). |
Requirements one by one
Michigan's annual-statement default changes good standing
Mich. Comp. Laws § 450.4207(1) requires the LLC to maintain a registered office and resident agent; § 450.4207(3) requires an annual statement naming the resident agent and registered office by February 15, subject to the first-year exception for an LLC formed after September 30. Under § 450.4207a(2), two consecutive missed statements require the administrator to notify the LLC of the consequences. It then has 60 days after the notice is sent to file every missing statement and pay the fees (§ 450.4207a(3)).
An uncured LLC loses good standing. Its name becomes available, the administrator cannot issue a certificate of good standing, and most other filings are refused. Section 450.4207a(3) expressly says the LLC remains in existence and may continue to transact business. Provisions § 450.4801(a) and § 450.4801(e), with the intervening clauses, set out dissolution events; the annual-statement status consequence is described instead by § 450.4207a(3).
Service and restoration
If an agent cannot be found or maintained, § 450.4207(4) permits delivery or registered-mail service of a summons and complaint on the administrator. This is a process-service route rather than a status change.
The LLC may file a certificate of restoration of good standing under § 450.4207a(4), with all missing statements and fees. The certificate states the former name, current resident agent and office, and the omitted filings. If the former name was taken, the LLC must select a compliant new name, which becomes its name from the certificate's filing date. Current § 450.5101(1)(g) charges $25 for each annual statement through September 30, 2027, then $15; § 450.5101(1)(h) charges $50 for the restoration certificate.
What trips people up
The first missed February filing and the loss of good standing are separate events. The statute waits for two consecutive missed years, then requires notice and a further 60 days before the status consequence. Even after that consequence, § 450.4207a(3) preserves the LLC's existence and ability to transact business.
Common questions
Does loss of good standing dissolve the LLC? Section 450.4207a(3) expressly says the LLC remains in existence and may continue business.
Can the LLC keep its original name on restoration? Section 450.4207a(4) allows that if it remains available; otherwise the company must choose a complying name.
Statutes and sources
- Mich. Comp. Laws §§ 450.4207 and 450.4207a — annual-statement duty, two-year trigger, notice, cure, continuing existence, and restoration. Official LLC Act (accessed September 26, 2026).
- Mich. Comp. Laws §§ 450.4801 and 450.5101 — dissolution events and statement/restoration fees. Official LLC Act (accessed September 26, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
What does Michigan law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Michigan law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace