LLC Amendment and Legal-Name-Change Filing Requirements in Michigan

At a glance

Requirements one by one

Governing law and mandatory amendment route

Michigan's Limited Liability Company Act calls the public formation document the Articles of Organization. MCL § 450.4601 permits any amendment whose provisions could lawfully appear in original articles filed at that time. MCL § 450.4602 makes an amendment mandatory when the LLC changes its legal name, purposes, manager-management status, or maximum duration, or when another articles statement becomes false or erroneous. The act states no separate filing deadline for those events.

Form 715 is the Certificate of Amendment route. MCL § 450.4604(1)-(4) separately allows restated articles to consolidate all operative articles provisions in one document. The restatement may be purely integrative or may make new amendments; once effective, it supersedes the earlier articles.

Legal name and availability

A legal-name change is one of MCL § 450.4602's mandatory amendment events. Under MCL § 450.4204(1), (3), (5), an ordinary LLC name must contain “limited liability company,” “L.L.C.,” or “L.C.” It cannot use corporation or incorporated wording, imply a purpose outside the articles, violate another statute's restricted-word rule, or fail the statute's distinguishability test against protected names in the administrator's records.

Passing the state name test does not create substantive rights in the name. Check trademark, regulated-word, domain, and out-of-state availability separately.

Internal approval and private consents

For a certificate of amendment, MCL § 450.4603 requires a statement that all members entitled to vote approved unanimously, or that a majority in interest approved because the operating agreement authorizes amendment by majority vote. Form 715 presents those two approval statements.

For a restatement that also amends, MCL § 450.4604 uses the vote required by the operating agreement and otherwise requires unanimity. A restatement that merely integrates current provisions may be adopted by managers without a member vote, according to current Form 710. Lender, investor, regulator, or contract consents remain separate unless the governing documents make them part of internal authority; they are not listed as universal Form 715 attachments.

Filing contents, signer, channel, and fee

MCL § 450.4603 requires the certificate to state the LLC's current name, the date its original articles were filed, the entire amended article or each identified section being amended, and the applicable approval statement. Form 715 asks for the Bureau identification number but says to leave it blank if unknown. Number any added pages and submit one original.

Under MCL § 450.4103(2)-(3), a manager signs for a manager-managed LLC, at least one member signs for a member-managed LLC, or an authorized agent may sign. The signer states name and capacity. A power of attorney supporting an agent's signature need not be sworn, verified, acknowledged, or filed with the administrator.

MCL § 450.5101(1), (9) sets the amendment fee at $25 and the restatement fee at $50. Form 715 accepts online submission, mail, or in-person delivery. Optional expedited fees are additional. A veteran-majority LLC may qualify for the broader fee waiver in § 450.5101(9), subject to proof satisfactory to the administrator.

Effective time and rejection

MCL §§ 450.4104(1)-(3), (6)-(7), 450.4105 makes an accepted filing effective when endorsed unless the document states a later effective time no more than 90 days after delivery. Form 715 says to place a later date in an additional article. This is a ceiling measured from delivery, not an agency processing estimate.

If the administrator does not promptly file the document, MCL § 450.4105 requires written refusal reasons within 10 days after the submitter's written request. The statute provides judicial review under Michigan's Administrative Procedures Act.

Correction, agent statement, annual statement, and assumed name

MCL § 450.4106(1)-(4) limits a correction to a record that was inaccurate when filed, was defectively or erroneously executed, or was defectively transmitted. A valid correction generally relates back to the original filing date, except against a person adversely affected after relying on the inaccurate portion. Form 518 costs $25.

An agent or registered-office change uses the separate MCL § 450.4209 statement and Form 520, not an amendment solely for that purpose; the fee is $5. MCL § 450.4207 requires the annual resident-agent and registered-office statement by February 15, subject to the post-September-30 formation exception. Its fee remains $25 through September 30, 2027 and becomes $15 after that date under current MCL § 450.5101.

An additional business name uses the MCL §§ 450.4206(1)-(4), 450.4207(3), 450.4209(1) assumed-name certificate, not a legal-name amendment. The $25 certificate ordinarily expires December 31 of the fifth full calendar year after filing; renewal may be filed during the 90 days before expiration. Filing creates no substantive name rights.

Accepted filing, company records, and status

MCL § 450.4213 requires the LLC to keep the articles or restated articles and all amendments at its Michigan registered office or principal place of business. If the articles and operating agreement conflict, MCL § 450.4214 makes the articles control.

An accepted Michigan amendment changes the Michigan public articles. It does not itself update tax, licensing, permit, bank, contract, property, trademark, assumed-name, or foreign-registration records; review each affected record under its own process.

Two consecutive missed annual statements trigger notice under MCL §§ 450.4207a(2)-(4), 450.4213(b), 450.4214. If the LLC does not cure all missed statements and fees within 60 days after the notice is sent, it loses good standing and the administrator will accept only a restoration filing. The LLC nevertheless remains in existence and may continue doing business.

What trips people up

• Michigan makes several changes mandatory. A new legal name, purpose, manager-management status, duration, or false articles statement is not merely an optional housekeeping amendment under MCL § 450.4602.
• The two amendment documents do not state approval identically. Form 715 tracks the certificate rule—unanimity or operating-agreement-authorized majority in interest—while an amending restatement follows the vote threshold the operating agreement establishes under MCL § 450.4604.
• Agent data has its own route. MCL § 450.4602 expressly sends a resident-agent or registered-office change to § 450.4209 and Form 520.
• Correction is historical, not a substitute for a later change. MCL § 450.4106 asks whether the record was inaccurate or defective when filed.
• Annual-statement delinquency can stop the amendment filing. After the two-year failure, notice, and 60-day cure period in MCL § 450.4207a, the administrator will accept only restoration until good standing is restored.

Common questions

Does Form 715 require the Bureau identification number if I cannot find it?

Current Form 715 asks for the number but instructs the filer to leave that item blank if the number is unknown. The statutory minimum contents in MCL § 450.4603 do not list an identification number.

Can a one-member LLC still have an enforceable operating agreement?

Yes. MCL § 450.4215 says a one-member LLC's operating agreement is not unenforceable merely because only one person is a party. Review that agreement before documenting the member's approval.

Is the veteran fee waiver limited to forming a new LLC?

No. MCL § 450.5101(9) separately directs the administrator to waive other fees when veterans hold a majority of the membership interests responsible for the fee and the LLC supplies satisfactory proof. The initial-articles waiver has its own rule.

Statutes and sources

• Mich. Comp. Laws §§ 450.4103-.4106, 450.4204, 450.4206-.4207a, 450.4209, 450.4213-.4215, 450.4601-.4604, and 450.5101 — current official compiled act, complete through PA 91 of 2026 and rendered August 20, 2026 (accessed 2026-08-21).
• Michigan LARA, Limited Liability Company Changes, identifying the current amendment, restatement, and agent-change forms (accessed 2026-08-21).
• Michigan LARA, Form CSCL/CD-715, Certificate of Amendment (Rev. 07/25; accessed 2026-08-21).
• Michigan LARA, Form CSCL/CD-710, Restated Articles of Organization (Rev. 07/25; accessed 2026-08-21).
• Michigan LARA, Form CSCL/CD-518, Certificate of Correction and Form CSCL/CD-520, agent/office change (Rev. 07/25; accessed 2026-08-21).