LLC Annual and Biennial Report Requirements in Michigan
At a glance
| Periodic report obligation | Yes — an Annual Statement of resident agent and registered office, not a full annual report, for every domestic LLC and registered foreign LLC (MCL 450.4207(3)). A professional LLC files this statement plus a separate professional annual report (MCL 450.4909) |
|---|---|
| Frequency and first report | Every year. The first statement is due on the first February 15 after formation or foreign authorization, except an LLC formed or authorized after September 30 skips that immediately following February 15 (MCL 450.4207(3)) |
| Due date and filing window | February 15 each year. This is a fixed calendar deadline, not an anniversary deadline. LARA says annual statements start the year after formation, subject to the after-September-30 exception |
| Filing office and method | Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division, through the MiBusiness Registry Portal. Annual reports and statements are online-only; paper forms are no longer accepted |
| Required information | Ordinary LLC statement: resident-agent name and Michigan registered-office address (MCL 450.4207(3)). A professional LLC's additional report lists every member and manager with address and certifies licensing status for the professional services rendered (MCL 450.4909(1)) |
| Filing fee and related charges | $25 per ordinary annual statement through September 30, 2027; the enacted fee becomes $15 after that date. Certificate of Restoration of Good Standing: $50. LARA waives fees for qualifying veteran-majority-owned LLCs on satisfactory proof (MCL 450.5101(1)(g)–(h), (9)) |
| Late fee and delinquency | Ordinary LLC: no late fee. After 2 consecutive missed statements, LARA sends notice; if all statements and fees are not filed within 60 days, the LLC is not in good standing, cannot obtain a good-standing certificate, loses exclusivity in its name, and generally cannot file other documents. Professional LLC: its separate $50 annual report adds a $50 late penalty after February 15 (MCL 450.4207a(2)–(3); 450.4909(2)) |
| Dissolution, reinstatement, and cure | No administrative dissolution for this default: an ordinary LLC that loses good standing remains in existence and may transact business. Restoration requires a $50 certificate, every missing $25 statement (plus the current statement if restoration arrives February 15 or later), and a new name if the old one was taken; the same restoration route covers domestic and foreign LLCs (MCL 450.4207a(3)–(4); LARA guidance) |
Requirements one by one
The February statement and the first-year exception
Mich. Comp. Laws § 450.4207(3) requires an Annual Statement, not a broad annual report. It gives LARA only the resident agent's name and the Michigan registered-office address. Both domestic LLCs and registered foreign LLCs file by February 15.
The first filing can arrive quickly. An LLC formed on September 30, 2026 owes a statement by February 15, 2027. An LLC formed on October 1, 2026 does not; because it formed after September 30, it skips that immediately following deadline and first files by February 15, 2028.
LARA now requires online filing through the MiBusiness Registry Portal. Its June 2025 launch notice says paper annual reports and statements are no longer accepted.
Current fee and the enacted 2027 reduction
The current ordinary-LLC statement fee is $25. Section 450.5101(1)(g) already schedules a change: filings paid after September 30, 2027 cost $15. That reduction is enacted law, not a pending bill, but it is not the amount due today.
The same fee section waives fees for a domestic or foreign LLC that proves a majority of the membership interests responsible for the fee are held by veterans. The waiver for initial articles follows a separate rule; do not assume one filing's proof automatically carries to a later statement.
Two missed years cause loss of good standing, not dissolution
Under § 450.4207a(2)–(3), LARA acts after two consecutive missed statements. It first sends notice. If the LLC does not file every missing statement and pay the fees within 60 days after the notice is sent, the LLC loses good standing. Its name becomes available to another filer, it cannot obtain a certificate of good standing, and LARA generally will accept only a restoration certificate from it.
Michigan does not dissolve the LLC for this annual-statement default. The statute expressly says the company remains in existence and may continue to transact business in Michigan.
Restoration and professional LLCs
Section 450.4207a(4) lets either a domestic or registered foreign LLC restore good standing by filing a certificate, every missing statement, and every missing fee. The restoration certificate costs $50. If LARA receives the restoration on or after February 15, its current guidance also requires the current year's $25 statement. If another entity has taken the old name, the restoring LLC must select a compliant new name.
A professional LLC has an extra layer under § 450.4909. In addition to the ordinary Annual Statement, it files an annual professional report listing members and managers and certifying their licensing status. That report costs $50 and carries a $50 late penalty after February 15. The two-missed-year notice and loss-of-good-standing structure also applies to that report.
What trips people up
- Calling the ordinary filing an annual report. Michigan calls it an Annual Statement, and it updates only the resident agent and registered office.
- Missing the September 30 cutoff. Formation on September 30 does not qualify for the skip; formation after September 30 does.
- Treating two missed years as dissolution. The LLC loses good standing and name protection but expressly remains in existence and may transact business.
- Using the future $15 fee early. The current statutory fee stays $25 through September 30, 2027. The reduction applies only after that date.
Common questions
Is there a late fee for an ordinary Michigan LLC statement?
No separate late penalty appears for the ordinary Annual Statement. The consequence escalates after two consecutive missed years, notice, and a 60-day cure period. A professional LLC's additional annual report is different and carries a $50 late penalty.
Can a Michigan LLC keep operating after it loses good standing?
Yes. Section 450.4207a(3) says it remains in existence and may continue transacting business, although its name becomes available and LARA restricts other filings until restoration.
Does a foreign LLC use a different restoration process?
No material difference appears for this default. Section 450.4207a(4) gives both domestic and registered foreign LLCs the same certificate-of-restoration route.
Statutes and sources
- Mich. Comp. Laws § 450.4207. Annual Statement duty, resident-agent and registered-office contents, February 15 deadline, and after-September-30 exception. Official current text (accessed 2026-07-16).
- Mich. Comp. Laws § 450.4207a. Two missed years, notice, 60-day cure, loss of good standing, continued existence, name availability, and restoration. Official current text (accessed 2026-07-16).
- Mich. Comp. Laws § 450.5101. Current $25 statement fee, future $15 fee, $50 restoration, and veteran-majority fee waiver. Official current text (accessed 2026-07-16).
- Mich. Comp. Laws § 450.4909. Professional LLC's additional report, $50 fee and late penalty, contents, and good-standing consequences. Official current text (accessed 2026-07-16).
- Michigan LARA. Online-only filing and ordinary-LLC restoration amounts and steps. Official portal notice and official restoration guidance (accessed 2026-07-16).
Source links
Every statute quoted above, linked, with the date we checked it.
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