Nonprofit Corporation Administrative Dissolution and Reinstatement in Michigan

At a glance

Requirements one by one

Annual-report default and advance notice

MCL § 450.2911(1) requires the annual report by October 1. Under § 450.2922(1), a domestic nonprofit that does not file the report or pay the annual filing fee or added penalty for two years after it was due is automatically dissolved 60 days after that two-year period expires. The administrator must give impending-dissolution notice at least 90 days before the two-year period ends. Section 450.2923(2) also calls for a delinquency notice mailed to the registered office within 90 days after a missed report due date. The administrator may send the specified electronic notice to an authorized resident agent (§§ 450.2922(4), .2923(3)).

MCL § 450.2831 lists the dissolution events. An agent or office lapse is not listed as a separate automatic-dissolution ground in that section. Sections 450.2105–.2106 identify the administrator as the director of the Department of Licensing and Regulatory Affairs or a designated representative.

What the corporation can do after dissolution

Under § 450.2833, the corporation continues to exist for winding up: collecting assets, disposing of assets, paying liabilities, and incidental liquidation acts. Section 450.2834(e)–(f) lets it sue and be sued in its name and keeps pending actions from abating. For a charitable-purpose corporation, § 450.2922(2) directs compliance with the separate charitable-dissolution act or renewal within 90 days, while expressly preserving renewal later.

Renewal of existence

Section 450.2925(1) requires the missing reports for the last five years or shorter missing period, all unpaid annual filing fees, and $5 for each delinquent report. Existence renews when the reports are filed and the fees and penalties paid. The administrator may require a name that conforms to § 450.2212. The statute gives no outer deadline to seek renewal; its five-year reference describes the number of reports to catch up. Section 450.2925(2) preserves interval contracts and other acquired rights as valid and enforceable.

What trips people up

The two-year delinquency period is followed by an additional 60 days before automatic dissolution. The impending-dissolution notice must precede the end of that two-year period by at least 90 days (§ 450.2922(1)); the earlier delinquency letter is a separate notice (§ 450.2923(2)).

Common questions

Does the five-year catch-up period bar older renewals?

Section 450.2925(1) tells the corporation how many missing annual reports to file. It states no outside deadline for submitting them and paying the unpaid annual fees and penalties.

Are contracts made during the dissolved interval automatically invalid?

No. Section 450.2925(2) says contracts entered into and other rights acquired during the interval remain valid and enforceable when the corporation renews.

Statutes and sources

MCL § 450.2105(1)

"Administrator" means the director of the department or his or her designated representative.

Source: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-Act-162-of-1982.pdf (accessed 2026-09-28).

MCL § 450.2106(3)

"Department" means the department of licensing and regulatory affairs.

Source: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-Act-162-of-1982.pdf (accessed 2026-09-28).

MCL § 450.2831

A corporation is dissolved when any of the following occurs: (a) The period of duration stated in the corporation's articles of incorporation expires. (b) A certificate of dissolution is filed pursuant to sections 803 to 805. (c) A judgment of forfeiture of corporate franchises or of dissolution is entered by a court of competent jurisdiction and a copy of a judicial order of dissolution shall be forwarded promptly to the administrator by the receiver or other person designated by the court. (d) Failure to file an annual report or pay an annual filing fee, as provided in section 922.

Source: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-Act-162-of-1982.pdf (accessed 2026-09-28).

MCL § 450.2911(1)

Each domestic corporation and each foreign corporation authorized to conduct affairs in this state shall file a report with the administrator not later than October 1 of each year. The report shall be on a form approved by the administrator, signed by an authorized officer or agent of the corporation, and contain all of the following information:

Source: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-Act-162-of-1982.pdf (accessed 2026-09-28).

MCL § 450.2922(1)

If a domestic corporation neglects or refuses to file its annual report under section 911 or pay any annual filing fee or a penalty added to the fee required by law, and the neglect or refusal continues for a period of 2 years from the date on which the annual report or filing fee was due, the corporation is automatically dissolved 60 days after the expiration of the 2-year period. The administrator shall notify the corporation of the impending dissolution at least 90 days before the 2-year period expires. Until a corporation is dissolved under this subsection, it is entitled to issuance by the administrator, on request, of a certificate of good standing that states that the corporation was validly incorporated as a domestic corporation and that it is validly in existence under the laws of this state.

Source: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-Act-162-of-1982.pdf (accessed 2026-09-28).

MCL § 450.2922(2), (4)

(2) A charitable purpose corporation that is dissolved under subsection (1) shall within 90 days after the date of the dissolution comply with the dissolution of charitable purpose corporation act, 1965 PA 169, MCL 450.251 to 450.253, or renew its corporate existence under section 925. This subsection does not prevent a corporation that is dissolved under subsection (1) from renewing its corporate existence under section 925 at any time. (3) If a foreign corporation neglects or refuses for 1 year to file its annual report under section 911 or pay the annual filing fee required by law, its certificate of authority is subject to revocation under section 1042. Until revocation of its certificate of authority, or its withdrawal from this state or termination of its existence, the foreign corporation is entitled to issuance by the administrator, on request, of a certificate of good standing that states that it was validly authorized to conduct affairs in this state and that it holds a valid certificate of authority to conduct affairs in this state. (4) The administrator may electronically transmit a notification of pending dissolution described in subsection (1) to the resident agent of the corporation in the manner authorized by the corporation.

Source: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-Act-162-of-1982.pdf (accessed 2026-09-28).

MCL § 450.2923(1)–(3)

(1) If good cause is shown, the administrator may extend the time for filing a report under section 911 for not more than 1 year after the due date of the filing. (2) The administrator may report promptly to the attorney general any failure or neglect under sections 922, 931, or 932, and the attorney general may bring an action to impose the prescribed penalties. If a domestic or foreign corporation neglects or refuses to file its report under section 911 within the time required under this act, the administrator shall notify the corporation of that fact by mail sent to its registered office within 90 days after the due date of the filing. (3) The administrator may electronically transmit a notification described in subsection (2) to the resident agent of the corporation in the manner authorized by the corporation.

Source: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-Act-162-of-1982.pdf (accessed 2026-09-28).

MCL § 450.2833

Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall not conduct affairs except for the purpose of winding up its affairs by: (a) Collecting its assets. (b) Selling or otherwise transferring, with or without security, assets which are not to be distributed in kind pursuant to section 855. (c) Paying its debts and other liabilities. (d) Doing all other acts incident to liquidation of its affairs.

Source: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-Act-162-of-1982.pdf (accessed 2026-09-28).

MCL § 450.2834(e)–(f)

(e) The corporation may sue and be sued in its corporate name and process may issue by and against the corporation in the same manner as if dissolution had not occurred. (f) An action brought against the corporation before its dissolution does not abate because of the dissolution.

Source: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-Act-162-of-1982.pdf (accessed 2026-09-28).

MCL § 450.2925(1)–(2)

(1) A domestic corporation that is dissolved under section 922(1), or a foreign corporation whose certificate of authority is revoked under section 922(2) or section 1042, may renew its corporate existence or its certificate of authority by filing the annual reports under section 911 for the last 5 years or any lesser number of years in which the reports were not filed and paying the annual filing fees for all the years for which they were not paid, together with a penalty of $5.00 for each delinquent report. When the reports are filed and the fees and penalties are paid, the corporate existence or the certificate of authority is renewed. The administrator may require that the corporation adopt or use in this state a corporate name that conforms to the requirements of section 212. (2) The rights of a corporation that complies with this section are the same as if a dissolution or revocation has not taken place, and all contracts entered into and other rights acquired during the interval are valid and enforceable.

Source: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-Act-162-of-1982.pdf (accessed 2026-09-28).

MCL § 450.2212(1)(b)

Shall distinguish the corporate name in the records in the office of the administrator from all of the following:

Source: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-Act-162-of-1982.pdf (accessed 2026-09-28).