MICHIGAN PROFIT CORPORATION FILING INFORMATION
Articles of Incorporation
Michigan Business Corporation Act
Lansing, Michigan 48909 MICHIGAN
MICHIGAN DEPARTMENT OF ENERGY
State of Michigan
BCS/CD-267 (Rev. 01/09)
MICHIGAN DEPARTMENT OF ENERGY, LABOR & ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICES
P. O. Box 30054
Lansing, Michigan 48909
MICHIGAN PROFIT CORPORATION FILING INFORMATION
After the Articles of Incorporation are filed, additional documents may be required, under the provisions of the
Michigan Business Corporation Act, Act 284, P.A. of 1972, to implement the corporation’s intended changes.
Any substantive questions regarding legal rights and responsibilities in connection with your corporation
should be discussed with your private legal counsel.
When Articles of Incorporation are filed, the Bureau assigns the corporation a six-digit file number and this
number is included on the document. Please use this number on any correspondence or documents
submitted to this office.
ANNUAL REPORT: When to File, Fees, and Penalties
Due Date: On or before May 15 of each year beginning the year after incorporation.
Required by section 911 of the Act, MCL 450.1911.
Fee: $25.00. Enclose check or money order payable to the “State of Michigan” when submitting report by
mail, or pay with credit card when filing online. Late filing penalty fee is $10.00 per month or part of a month
that the corporation is delinquent, not to exceed $50.00.
Forms: A pre-printed annual report, BCS/CD-2500, Information Update is mailed to the corporation’s resident
agent at the registered office approximately three months prior to the due date. Online filing is available about
90 days before the report's due date. Contact the Bureau if an additional preprinted annual report is needed.
Retain a copy of the completed report for your records.
Professional Service corporations must include a list of licensed shareholders as required under section 15,
MCL 450.235, of the Professional Service Corporation Act. The shareholder list is included in the online filing
program and also with the preprinted forms.
Filing: The report can be filed online at www.michigan.gov/fileonline or mail the annual report with the $25 fee
PO Box 30481 Lansing MI 48909 for current year reports. Annual reports may also be delivered in person to
our office located at 2501 Woodlake Circle, Okemos, MI.
Penalty: If a corporation fails to submit their annual report or pay the related fee within two years of the due
date of the report, the corporation automatically dissolves by operation of law 60 days after the expiration of
the two year period. To renew the corporation's existence the corporation must complete and submit the
reports and pay the fees for all the years for which they were not paid plus a penalty of $50.00 for each
Certificate of Change of Registered Office and/or Change of Resident Agent
All corporations are required to continuously maintain a registered office and resident agent in Michigan. Annual
report forms, notices, and other official communications are directed to the corporation's resident agent and
registered office. Resident agent and/or registered office changes can be made on a Certificate of Change of
Resident Agent and/or Registered Office, BCS/CD-520, or on an annual report. A document must be filed in
order to change the resident agent or registered office, permitted by section 242 of the Act, MCL 450.1242. The
fee for a Certificate of Change is $5.00. No additional fee is required for a change made on an annual report.
After incorporation you may wish to make changes to the corporation's name or purposes, adopt an assumed
name, or dissolve the corporation.
Certificate of Assumed Name, BCS/CD-541 permitted by section 217 of the Act, MCL 450.1217. Fee - $10.00.
A corporation may conduct its affairs under any assumed name or names other than its corporate name, if the
assumed name is not precluded by section 212 of the act. The Certificate of Assumed Name is effective when
endorsed "filed" by the Bureau.
Certificate of Amendment to the Articles of Incorporation, BCS/CD-515 permitted by section 631 of the Act,
MCL 450.1631. Fee - $10.00.
A corporation may amend its Articles of Incorporation to change its corporate name, to change its corporate
purposes, to change the duration of the corporation, or to otherwise amend its Articles of Incorporation if the
amendment contains only such provisions as might lawfully be contained in the original Articles of Incorporation.
A corporation cannot add, remove, or otherwise change the incorporators by amending the Articles of
Restated Articles of Incorporation, BCS/CD-510 permitted by section 642 of the Act, MCL 450.1642. Fee -
A corporation may integrate into a single document the provisions of its Articles of Incorporation and at the same
time may also further amend its Articles of Incorporation by adopting Restated Articles of Incorporation. When
the Restated Articles become effective, the corporation's original Articles of Incorporation, as amended, are
superseded, and the Restated Articles shall be the Articles of Incorporation of the corporation.
Certificate of Correction, BCS/CD-518 permitted by section 133 of the Act, MCL 450.1133. Fee - $10.00.
A Certificate of Correction may be filed to correct any previously filed document if the document being corrected
was an inaccurate record of the corporate action referred to in the document or was defectively or erroneously
executed, or if the document was electronically transmitted and the electronic transmission was defective.
Merger and Share Exchange
Certificate of Merger, Cross Entity, BCS/CD-550M permitted by section 707 (corporations) and Section 736
(cross-entity) of the Act, MCL 450.1707 and 450.1736. Fee - $50.00 per Michigan Corporation.
Certificate of Merger, Parent/Subsidiary, BCS/CD-551 permitted by section 712 of the Act, MCL 450.1712.
Fee - $50.00 per Michigan Corporation
Certificate of Share Exchange, BCS/CD-553 permitted by section 707 of the Act (MCL 450.1707). Fee -
$50.00 for each domestic or qualified foreign corporation.
Two or more corporations can merge into one corporation or any other type of business organization, or can
enter into a share exchange by adoption a Plan of Merger or Share Exchange and filing the appropriate form.
Certificate of Dissolution
A corporation is dissolved whenever any of the following occurs:
(a) A Certificate of Dissolution is filed. Fee - $10.00.
BCS/CD-530 permitted by section 803 of the Act, MCL 450.1803. By incorporators or directors
before commencement of affairs and issuance of shares and only if the corporation has no debts
or other liabilities.
BCS/CD-531 permitted by section 804 or Section 805 of the Act, MCL 450.1804 or 450.1805. By
directors, and shareholders (section 804), or by shareholders only (section 805), pursuant to an
agreement under Section 488. Within 60 days after submitting the Certificate of Dissolution, tax
clearance must be requested from the Michigan Department of Treasury, Tax Clearance Division,
Lansing, MI 48922, (517) 636-5260.
(b) The period of duration stated in the Articles of Incorporation expires.
(c) Failure to file an annual report or pay any fee thereon for a period of two years from the due date.
(d) A judgment of dissolution is entered by a court.
HOW TO SUBMIT DOCUMENTS FOR FILING TO THE BUREAU
MICH-ELF Filer: To obtain a Mich-Elf filer account, the MICH-ELF Application, BCS/CD 901, must be submitted
by fax to (517) 241-6445. This fax number is only for Mich-Elf Applications.
Fax and Email
Customers with a MICH-ELF filer account may submit documents by fax to (517) 636-6437 or by email to
Mail to Michigan Department of Energy, Labor & Economic Growth, Bureau of Commercial Services,
Corporation Division, P.O. Box 30054, Lansing, MI 48909-7554.
Submit in person at 2501 Woodlake Circle, Okemos, MI. Office is open 8 a.m. to 5 p.m. daily, Monday through
Friday, except holidays.
Corporation Division, Bureau of Commercial Services
PO Box 30054
Lansing, Michigan 48909-7554
Corporation Division Phone Number............................................................ (517) 241-6470
Corporation Division Fax Numbers
Mich-Elf to submit documents (Must have Mich-Elf Filer account) .............. (517) 636-6437
Mich-Elf Application (To establish or update Mich-Elf Filer account) ........... (517) 241-6445
Orders for Certificates, Copies, or Information Requests............................. (517) 241-0538
24-HOUR, SAME DAY, 2-HOUR, AND 1-HOUR EXPEDITED SERVICE FOR DOCUMENTS
Public Acts 217-220, effective January 1, 2006, signed by Governor Granholm on November 21, 2005,
follows Delaware and permits the customer to obtain review and filing of their document, if fileable, within
the time frame that best suits the customer's needs. Expedited service is available for all documents for
profit corporations, limited liability companies, limited partnerships and nonprofit corporations. First time
MICH-ELF user requesting expedited service must obtain a MICH-ELF filer number prior to submitting a
document for expedited service.
Complete a separate Expedited Service Request, form BCS/CD 272, for each document for which
expedited service is being requested.
24-hour service: Any document concerning an existing entity .................................................$100
Formation documents and applications for certificate of authority………. ............................$50
Same day, other than 1 or 2 hour, must be received by 1 p.m. EST or EDT
Existing domestic entity or qualified foreign entity ................................................................$200
Formation documents and applications for certificate of authority......................................$100
2 hour on same day as request, must be received by 3 p.m. EST or EDT ...............................$500
1 hour on same day as request, must be received by 4 p.m. EST or EDT .............................$1000
SUBJECT DEPARTMENT/AGENCY PHONE NUMBER WEB ADDRESS
State Taxes Michigan Department of (517) 373-3200 www.michigan.gov/treasury
Federal Taxes and Employer Internal Revenue Service (800) 829-1040 www.irs.gov
Identification Numbers (EIN)
Unemployment Insurance Department of Energy, Labor (800) 638-3994 www.michigan.gov/uia
& Economic Growth,
Workers Compensation Department of Energy, Labor (888) 396-5041 www.michigan.gov/wca
& Economic Growth, Workers’
Doing Business with the State Michigan Department of (517) 373-6227 www.bid4michigan.com
of Michigan Management and Budget
State License Search Michigan Economic (888) 522-0103 www.michigan.org/medc/services/license
Guide to Starting a Small www.michiganadvantage.org/Start-a-
State Trademarks, Service Department of Energy, Labor (517) 241-6470 www.michigan.gov/corporations
Marks, & Insignias & Economic Growth, Bureau
of Commercial Services,
Federal Trademarks & Service United States Patent & (800) 786-9199 www.uspto.gov
Marks Trademark Office (USPTO)
DELEG is an equal opportunity employer/program. Auxiliary aids, services and other reasonable
accommodations are available upon request to individuals with disabilities.
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