Michigan Certificate of Authority

The Michigan Certificate of Authority is a crucial document that grants permission for a foreign corporation to conduct business within the state of Michigan. This certificate serves as official proof that the corporation is recognized and compliant with Michigan’s laws and regulations. Without obtaining this certificate, a foreign corporation may face penalties or restrictions on its activities in Michigan.

Obtaining the Michigan Certificate of Authority involves submitting specific documents and meeting certain requirements set forth by the state. This process ensures that the foreign corporation is properly registered and authorized to operate within Michigan’s jurisdiction. By obtaining this certificate, a foreign corporation can establish a legal presence in Michigan and engage in business activities with confidence and full compliance with state regulations.

What is a Michigan certificate of authority?

Businesses must register with the Michigan Department of Licensing and Regulatory Affairs before operating in Michigan. Companies incorporated in another state typically apply for a Michigan certificate of authority, which registers them as a foreign entity and avoids the need to establish a new entity.

Failure to have a certificate of authority may lead to penalties. Apart from state requirements, licensing agencies, banks, and vendors often request this certificate.

When is a certificate of authority needed?

Common reasons for obtaining a certificate of authority include:

  • Establishing an office or physical presence in the foreign state
  • Employing a resident of the state
  • Initiating a contract or project in a new state
  • Fulfilling requirements of vendors, banks, or licensing authorities

How to acquire a Michigan certificate of authority?

To obtain your Michigan Certificate of Authority, you must submit an Application for Certificate of Authority along with necessary documents from your home state. Appointing a registered agent is crucial for approval. Adhere to the state’s guidelines meticulously to avoid rejection due to minor errors.

For various types of foreign entities:

The process, fees, and requirements vary based on the type of entity. Here are the details for different entities such as corporations, limited liability companies, nonprofit corporations, professional corporations, and limited partnerships.

What documents are needed from the home state?

When applying for a Michigan Certificate of Authority, you must also provide:

  • Certificate of good standing dated within 30 days for LLCs, corporations, nonprofit corporations, and professional corporations.

Who is a registered agent?

A registered agent accepts legal documents and official notices on behalf of your business. When applying for a Michigan Certificate of Authority, you must designate a registered agent with a physical address within the state. Utilizing a local registered agent service that complies with state requirements is advisable.

How to contact the state?

Michigan Department of Licensing and Regulatory Affairs (LARA) – Bureau of Corporations, SecuritiesCommercial Licensing – Corporations Division can be reached at:

Physical Address: Corporations, SecuritiesCommercial Licensing – 1st Floor, 2501 Woodlake Circle, Okemos, MI 48864
Mailing Address: Corporations, SecuritiesCommercial Licensing – Corporations Division, PO Box 30054, Lansing, MI 48909
Phone: (517) 241-6470
Fax: (517) 241-0538
Website: Michigan LARA
Email: corpsmail@michigan.gov

For more information, you can conduct a Name Search, access Forms, or utilize Online Filing.

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