Michigan Articles of Incorporation: Definition, Purpose

What are Michigan Articles of Incorporation?

Michigan articles of incorporation is a legal formation document that is required to establish a new corporation in the state of Michigan. Articles of incorporation must be filed with the Michigan Licensing and Regulatory Affairs Office (LARA).

The purpose of articles of incorporation is to provide the state important information about your new corporation. Once your articles of incorporation are approved, you can operate your business as a corporation and apply for an EIN, open business bank accounts, and acquire all necessary licenses and permits.

How Do I Find Articles of Incorporation in Michigan?

To find the articles of incorporation form for the state of Michigan, you can follow these steps:

1. Visit the website for the Michigan Department of Licensing and Regulatory Affairs.
2. Click on "Corporations, Securities & Commercial Licensing" under the “Bureaus” drop down list.
3. Click on "Corporations Division" in the menu.
4. Click on “Forms, Publications & Statutes”
5. Under Corporation Forms, click “More Info”

Here you will find a list of forms including directions, articles of incorporation for each type of corporation, amendment forms, and other business documents necessary for running a corporation in the state of Michigan.

If you are unsure which form you need or what type of corporation you should establish, it is highly recommended that you seek the advice of a knowledgeable attorney.

A lawyer can help you choose which type of corporation best suits the needs of your business. Many lawyers also offer drafting services and can draft your company’s articles of incorporation and ensure they are filed correctly.

Does Michigan Require Articles of Incorporation?

Yes. To form a new corporation in Michigan you must file articles of incorporation. Articles of incorporation prove that your company is a legal business entity that can provide goods and services in the state of Michigan.

Michigan Articles of Incorporation Example

[Your Company Name]

ARTICLES OF INCORPORATION

OF

[YOUR COMPANY NAME]

A Michigan For-Profit Corporation

I. NAME

The name of this corporation is [Your Company Name].

II. PURPOSE

The purpose for which this corporation is organized is to engage in any lawful act or activity for which a corporation may be organized under the Michigan Business Corporation Act.

III. AUTHORIZED SHARES

This corporation is authorized to issue two classes of shares designated as "Common Stock" and "Preferred Stock." The total number of shares that this corporation is authorized to issue is [Total Number of Shares], of which [Number of Common Shares] shall be Common Stock, and [Number of Preferred Shares] shall be Preferred Stock.

A. Common Stock

1. Voting Rights: Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters submitted to a vote of shareholders.

B. Preferred Stock

1. The Preferred Stock may be issued in one or more series, each with such designation, rights, preferences, and limitations as the Board of Directors may determine by resolution. The Board of Directors is expressly granted the authority to determine and alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock.

IV. REGISTERED OFFICE AND AGENT

The address of the initial registered office of this corporation in the State of Michigan is:

[Registered Office Street Address] [City, State, Zip Code]

The name of its initial registered agent at that address is [Registered Agent's Name].

V. INCORPORATOR

The name and address of the incorporator are:

[Incorporator's Name] [Incorporator's Street Address] [City, State, Zip Code]

VI. DIRECTORS

The number of directors constituting the initial board of directors is [Number of Directors], and the names and addresses of the persons who are to serve as the initial directors are:

[Director 1's Name] [Director 1's Street Address] [City, State, Zip Code]

[Director 2's Name] [Director 2's Street Address] [City, State, Zip Code]

[Additional Directors, if applicable]

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed these Articles of Incorporation on this [Day] day of [Month], [Year].

[Incorporator's Name]

[Note: This is a basic example of Articles of Incorporation for a for-profit business in Michigan. Depending on the specific circumstances and requirements of your company, additional provisions may need to be included. It is always recommended to consult with an attorney or other qualified professional to ensure your Articles of Incorporation comply with all applicable laws and regulations.]

How Do I Fill Out Articles of Incorporation in Michigan?

In Michigan, the most convenient way to fill out articles of incorporation is online through the LARA Corporations Online Filing System. This website allows you to draft articles of incorporation, pay the filing fee, and submit your articles for approval.

The following information is required for all Michigan articles of incorporation:

• Corporate name. A corporation name in Michigan must be distinguishable from all other registered business entities and all profit corporations must include the word "Corporation", "Incorporated", "Company", "Limited" or the abbreviation "Corp.", "Ltd.", "Inc.", or "Co.”.
• Purpose. In Michigan, all corporations formed pursuant to 1972 PA 284 have the purpose of engaging in any activity within the purposes for which corporations may be formed under the Business Corporation Act. When drafting your articles, you can include a more specific business purpose.
• Shares. The total authorized shares of each class of stock that the corporation is authorized to issue. All corporations must authorize stock.
• Resident Agent. A resident agent, also called “registered agent” is the person designated to receive legal documents on behalf of the corporation. A resident agent must have a physical address in Michigan. This address cannot be a PO Box.
• Principal address. The principal place of business of the corporation is usually the street address of the main office however, PO Boxes are permitted.
• Incorporators. The incorporator is the person who is drafting and filing the articles of incorporation. Some businesses use a filing attorney while other owners draft this document on their own. There can be more than one incorporator.
• Signatures. All incorporators must sign the articles of incorporation.

Depending on your business, you may need to include additional articles and information about the corporation. If you are unsure whether you must provide additional business information, you should consult with a business lawyer. A lawyer can help you determine what provisions should be included in your articles of incorporation and ensure that your articles abide by all state laws.

Relevant Laws

• MI Comp L § 450.1201 (2014) (Incorporators.)
• MI Comp L § 450.1202 (2014) (Articles of incorporation; contents)
• MI Comp L § 450.1209 (2014) (Articles of incorporation; permissible provisions.)
• MI Comp L § 450.1261 (2014) (Corporate powers)