Protected and Registered Series LLC Formation Requirements in Michigan
At a glance
| Governing act and covered entity | Michigan Limited Liability Company Act, MCL §§ 450.4101, .4102(k), .4202-.4203; ordinary domestic LLC; no series route in current act. |
|---|---|
| Domestic series route | No domestic protected, registered, or designated series procedure in the current LLC Act; § 450.4202 forms an ordinary LLC. |
| Parent LLC authorization and notice | Ordinary articles state name, purpose, initial registered office and resident agent, manager management if chosen, and nonperpetual duration (§ 450.4203); no series-specific parent notice. |
| Who creates a series and when | N/A to domestic series; organizers file ordinary LLC articles and the LLC begins on their effective date (§ 450.4202). |
| Series-level public filing | N/A to domestic series; § 450.4202 provides an ordinary articles filing. |
| Series name | N/A to domestic series; ordinary articles state the LLC name (§ 450.4203(1)(a)). |
| Records and associated assets | N/A to domestic series; the current act does not provide series asset-association conditions. |
| Statutory asset segregation | N/A to domestic series; the current act supplies no parent/series statutory segregation rule. |
| Changes and termination | N/A to domestic series; ordinary LLC dissolution events appear in § 450.4801. |
| Outside scope and effect limits | Domestic formation finding does not determine treatment of foreign series, tax, bankruptcy, contracts, or actual creditor recovery. |
Ordinary LLC procedure under the current act
MCL § 450.4101 names the act, and § 450.4102(k) defines a domestic LLC as an unincorporated membership organization formed under it. Under § 450.4202, organizers file executed articles, and the ordinary LLC begins on their effective date. § 450.4203 lists the articles' name, purpose, initial registered-office and resident-agent information, any manager-management election, and any nonperpetual duration. The complete current LLC Act has no protected-, registered-, or designated-series creation provision. Ordinary LLC dissolution events appear in § 450.4801.
What trips people up
§ 450.4203(2) permits additional articles provisions consistent with the act, including operating-agreement provisions. That permission does not itself establish a separate series filing or statutory parent/series asset-segregation rule. The act's only use of “series” is “series of actions” in a member-oppression provision. This domestic-formation finding does not decide treatment of a series formed elsewhere.
Common questions
Can organizers file a registered-series certificate with ordinary articles?
§ 450.4202 establishes an LLC through its articles. The current act supplies no separate domestic registered-series certificate procedure.
Does an operating agreement alone trigger statutory series segregation?
§ 450.4203(2) permits consistent operating-agreement provisions in articles, but the act supplies no domestic series asset-segregation mechanism.
Statutes and sources
- Michigan Limited Liability Company Act, official complete compilation through PA 103 of 2026, including §§ 450.4102, .4202, .4203, and .4801; accessed September 27, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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