Foreign Qualification Application - Michigan

MICHIGAN FOREIGN PROFIT CORPORATION — CERTIFICATE OF AUTHORITY PACKAGE

This worksheet prepares information for Michigan LARA Form CSCL/CD-560, Application for Certificate of Authority to Transact Business or Conduct Affairs in Michigan. It is not a substitute for the current official form.

1. CURRENT FILING SUMMARY

The current Form 560 instructions list optional expedited fees of $50 for 24-hour formation/qualification service, $100 for same-day formation/qualification service, $500 for two-hour service, and $1,000 for one-hour service.

2. AUTHORITY ANALYSIS

MCL § 450.2011 requires a foreign corporation to obtain a certificate of authority before transacting business in Michigan. Section 450.2012 lists activities that, without more, do not constitute transacting business for purposes of the Michigan Business Corporation Act and states that its safe-harbor rule does not determine service-of-process, tax, or other regulatory exposure.

☐ Reviewed the corporation's planned Michigan activities under §§ 450.2011-450.2012.

☐ Confirmed that the applicant is a foreign profit corporation. Foreign nonprofit corporations use the same numbered form but different governing law, disclosures, attachments, and fees.

☐ Checked whether a separate professional, occupational, tax, or other regulatory registration applies.

Under MCL § 450.2051, a foreign corporation transacting business without authority may not maintain a Michigan court action until it obtains authority. Failure to qualify does not invalidate the corporation's contracts or acts and does not prevent it from defending an action.

3. PRE-FILING CHECKLIST

☐ Confirm the corporation's exact legal name.

☐ Check whether that name is available for use in Michigan.

☐ If the legal name is unavailable, select an available assumed name for Item 2 of Form 560.

☐ Confirm the jurisdiction and date of incorporation and the corporation's duration, if not perpetual.

☐ Gather the street and mailing addresses of the main business or headquarters office.

☐ Select a Michigan resident agent and registered-office street address.

☐ Draft a specific description of the business to be transacted in Michigan. The current instructions do not permit an all-purpose activities statement.

☐ Confirm that the corporation may transact that business in its incorporation jurisdiction.

☐ Confirm the total number of authorized shares, not merely issued or outstanding shares.

☐ Obtain a good-standing certificate from the official who has custody of corporate records in the incorporation jurisdiction.

☐ Confirm the good-standing certificate will be no more than 30 days old when LARA receives the filing.

☐ Review current Form 560 and LARA filing instructions immediately before submission.

4. FORM CSCL/CD-560 WORKSHEET

4.1 Return information

If this area is blank, LARA's form says the document will be returned to the registered office.

4.2 Corporation name

The assumed name entered in Item 2 becomes the name used in the corporation's dealings with LARA and in transacting business in Michigan. A corporation that later wants additional assumed names uses the separate assumed-name filing process.

4.3 Incorporation and duration

4.4 Main business or headquarters office

4.5 Michigan registered office and resident agent

The current form permits a P.O. box only in the different mailing-address field, not as the registered-office street address.

4.6 Specific Michigan business

Specific business or affairs to be transacted or conducted in Michigan:

[____________________________________________________________]

[____________________________________________________________]

☐ The corporation is authorized to transact that business in its incorporation jurisdiction.

Do not substitute a generic statement such as “any lawful business”; the current Form 560 instructions require a specific Michigan business description.

4.7 Authorized shares

Total authorized shares stated in the articles of incorporation or latest amendment: [____________________________]

The current instructions treat 60,000 shares as initially attributable to Michigan. If shares attributable to Michigan later increase above the amount on LARA's records, MCL § 450.2021 and LARA's instructions may require an amended application and an additional admission fee.

4.8 Trust applicant, if applicable

If the applicant is a trust, describe any powers or privileges it possesses that an individual or partnership does not:

[____________________________________________________________]

☐ Not applicable; applicant is not a trust.

4.9 Effective date

☐ Effective when LARA endorses the document “filed.”

☐ Later effective date, no more than 90 days after delivery: [__/__/____]

4.10 Execution

The current Form 560 must be signed by an authorized officer or agent.

5. GOOD-STANDING CERTIFICATE

MCL § 450.2016 and the current Form 560 instructions require a certificate executed by the official who has custody of corporate records in the incorporation jurisdiction. It must state that the corporation is in good standing and cannot be dated earlier than 30 days before LARA receives the application.

6. FILING ASSEMBLY

☐ One legible original of current Form CSCL/CD-560.

☐ Good-standing certificate within the 30-day receipt window.

☐ $60 total initial admission fees for a foreign profit corporation.

☐ Check or money order payable to the State of Michigan for a mailed filing.

☐ Separate Form CSCL/CD-272 and expedited-service fee, if expedited processing is requested by mail or in person.

☐ Copy of the complete filing retained for corporate records.

7. POST-QUALIFICATION MAINTENANCE

Annual report

MCL § 450.1911 and LARA's foreign-corporation filing instructions require a foreign profit corporation to file its annual report on or before May 15, beginning the year after it becomes authorized in Michigan.

LARA's current fee schedule shows total report charges of $35 from May 16-31, $45 in June, $55 in July, $65 in August, and $75 on or after September 1.

☐ Calendar the May 15 deadline.

☐ Keep the registered-agent and registered-office information current so LARA notices are received.

Changes to application information

Under MCL § 450.2021 and current LARA instructions, a foreign profit corporation must file Form CSCL/CD-562 within 30 days after a change affects information in its authority application. The current amended-application fee is $10.

Common triggers include a name change, a change to the Michigan business description, a change to other application information, and an increase in shares attributable to Michigan. Registered-office or resident-agent changes may instead be made on Form CSCL/CD-520 or an annual report; the separate Form 520 fee is $5.

8. WITHDRAWAL

MCL §§ 450.2031-450.2032 and current Form CSCL/CD-561 govern voluntary withdrawal. The application states the corporation's name, LARA identification number, incorporation jurisdiction, that it is no longer transacting business in Michigan, and that it surrenders its authority.

☐ Corporation has stopped transacting business in Michigan.

☐ Current Form 561 and its foreign-profit-corporation share worksheet completed.

☐ Treasury tax-clearance request calendared within the 60-day period.

SOURCES AND REFERENCES

• Michigan Legislature — MCL § 450.2011, Certificate Required
• Michigan Legislature — MCL § 450.2012, Safe Harbors
• Michigan Legislature — MCL § 450.2015, Application Contents
• Michigan Legislature — MCL § 450.2016, Good-Standing Attachment and Authority
• Michigan Legislature — MCL § 450.2021, Amended Application
• Michigan Legislature — MCL § 450.2031, Withdrawal
• Michigan Legislature — MCL § 450.2051, Unqualified-Corporation Litigation Consequences
• Michigan Legislature — MCL § 450.2060, Filing Fees
• Michigan Legislature — MCL § 450.2062, Admission Fees
• Michigan Legislature — MCL § 450.1911, Annual Report
• Michigan LARA — Current Form CSCL/CD-560
• Michigan LARA — Current Form CSCL/CD-562
• Michigan LARA — Current Form CSCL/CD-561
• Michigan LARA — Foreign Corporation Filing Information
• Michigan LARA — Current Corporation Filing-Fee Schedule