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Q. What is FileOnline?
A. FILEOnline is a service offered by the Bureau of Commercial Services, Corporation Division that allows online filing of Michigan corporation annual reports, "Information Updates", and annual statements for Michigan and foreign limited liability companies.

For online filing of annual reports/statements, the corporation or limited liability company must be in good standing.

Q. What are my payment options?
A. To use FileOnline you must have a valid Visa or MasterCard.

Q. How can I check on my filing or obtain a copy of the filing?
A. The filed report will appear on the web site within 24 hours. Use Business Entity Search to view and/or print any filed documents or reports. Certified copies of documents may be obtained by calling our Business Services Section at (517) 241-6470. Monday - Friday 8:00am - 5:00 pm EST.

Q. When is the first report or statement due?
A.

Profit Corporations: May 15 after the year of incorporation.

Nonprofit corporations: October 1 after the year of incorporation.

LLCs: February 15 after the year of formation or qualification unless organized or qualified after September 30 in which case the LLC need not file a statement on the February 15 immediately succeeding its formation or qualification

Online filing for the next report or statement owed is available beginning approximately 90 days prior to the due date.

Q. If the corporation officers and/or directors change after I file my report, do I need to file another report for the same year?
A. Only one filing is required for each report year. The updated information would be provided on the next report owed by the corporation. The information on the report or statement (officers/directors, purposes, resident agent, registered office, etc.) should reflect information as of the due date of the report.

Q. Is this statement required for the year the LLC or PLLC was organized (domestic) or qualified to transact business in Michigan (foreign)?
A. No, pursuant to section 207 and 909(1) of the Michigan Limited Liability Company Act (Act 23, P.A. 1993), the LLC or PLLC is not required to file an annual statement during the year in which the company was organized or qualified to transact business in Michigan. Further, if the company was organized or qualified after September 30, there is no statement owed the succeeding February 15.

Q. Why is this statement required each year? What happens if the statement is not filed?
A. Section 207 and 909(1) of the Michigan Limited Liability Company Act (Act 23, P.A. 1993) requires that LLCs file an annual statement each year and PLLC's to file an annaul statement and report each year. In exchange for certain liability protections afforded in the LLC and PLLC structure, the company must report on an annual basis as required by the Act.

If a statement is not filed, section 207a of the Michigan Limited Liability Company Act (Act 23, P.A. 1993) provides that the LLC 0r PLLC is no longer in good standing by operation of law two years after the statement was due. When the LLC or PLLC is not in good standing, the company cannot obtain a certificate of good standing, no filings can be completed until the LLC or PLLC is restored to good standing, and the name becomes available for any other corporation, limited liability company, or limited partnership.

Q.If there are no changes from a previous statement, do I still need to file?
A. Yes, the statement is required each year.

Q. My LLC name has changed. Can I make the change on the statement?
A. No, for domestic LLCs, the name can only be changed by filing a Certificate of Amendment (form BCS/CD 715) or Restated Articles of Organization (form BCS/CD 710). If the name of a foreign LLC has changed in the home state, an Amended Application For Certificate of Authority (form BCD/CD 762) would be filed. Those forms are available on our web site under "Forms & Publications".

Q. This LLC is no longer active, what filing should be completed?
A. If you want to dissolve the company, submit a Certificate of Dissolution, form BCS/CD 731. The fee is $10.00. To withdraw a foreign company, submit a Certificate of Withdrawal, form BCS/CD 761. The forms are available on our web site under "Forms & Publications".

Resident Agent/Registered Office

Q. What is a resident agent?
A.As defined in section 207 of the Michigan Limited Liability Company Act (Act 23, P.A. 1993) the resident agent "is an agent of the company upon whom any process, notice, or demand required or permitted by law to be served upon the company may be served." Any notices sent from our office as required by the Act are mailed to the agent.

Q. What is the registered office?
A. The registered office is the physical location of the resident agent.

Q.Can I use only a mailing address for the registered office address?
A. No, the registered office address must be the physical location of the resident agent. A separate mailing address (such as a PO Box) can be included in addition to the physical location, but not in lieu of a physical location. The form provides a space for the street address (physical location) and a separate mailing address (if different) for the registered office.

Q. Is there a preferred address format in reporting the registered office street or mailing address?
A. Yes, addresses are read by the U.S. Post Office from bottom to top. Therefore, it is important if you cannot fit both the street address and apartment or suite number on one line, that you make sure the apartment or suite number is on the line above the street address (not below). Also make sure to provide the complete city name (do not abbreviate city names) and either the 5 or 9 digit zip code. For more information on address standards, see link to the U.S. Post Office Publication 28: http://pe.usps.gov/cpim/ftp/pubs/Pub28/Pub28.pdf

Q. If I use a "service company" or a CPA or attorney as resident agent, can I use my address for the registered office street and/or mailing address?
A. No, the registered office street address (and mailing address if different) must "match" the agent, i.e. the address must be the agent's physical address, and mailing address, if different.

Q. Can the resident agent be located in another state?b
A. No, as provided in section 207 of the Michigan Limited Liability Company Act (Act 23, P.A. 1993), the agent must be located in Michigan.

Q. Can more than one person be the resident agent? Who can be a resident agent?
A. Only 1 "person" can be a resident agent. As provided in section 207 of the Michigan Limited Liability Company Act (Act 23, P.A. 1993), "the agent may be either an individual resident in this state whose business office or residence is identical with the registered office or any of the following having a business office identical with the registered office: a domestic corporation, or a foreign corporation authorized to conduct affairs or transact business in this state, a domestic limited liability company, or a foreign limited liability company authorized to transact business in this state.

Note that "corporation" means a profit corporation or a Michigan professional service corporation. Also, the LLC cannot act as its own resident agent.

Q. Is this report required for the year the corporation was incorporated?
A. No, pursuant to section 911(2) of the Business Corporation Act (Act 284, P.A. 1972) and the Nonprofit Corporation Act (Act 162, P.A. 1982), the corporation is not required to file an annual report during the year in which the corporation was incorporated.

Q. Why is this report required each year? What happens if the report is not filed?
A. Section 911(1) of the of the Business Corporation Act (Act 284, P.A. 1972) and the Nonprofit Corporation Act (Act 162, P.A. 1982) requires that corporations file an annual report each year. In exchange for certain liability protections afforded in a corporate structure, the corporation must report on an annual basis their officers and directors.

If a profit report is not filed, section 922 of the Business Corporation Act provides that a domestic profit corporation is automatically dissolved by operation of law 60 days after the expiration of the 2 year period from when the report was due and a foreign profit corporation is automatically revoked by operation of law 60 days after the expiration of the 1 year period from when the report was due.

If a nonprofit report is not filed, section 922 of the Nonprofit Corporation Act provides that a domestic nonprofit corporation is automatically dissolved by operation of law 2 years after the report was due and a foreign nonprofit corporation is automatically revoked by operation of law 1 year after the report was due.

Q.If there are no changes from a previous report, do I still need to file?
A. Yes, the report is required each year. If you have filed a previous report and there are no changes, you may certify that there have been no changes as permitted under section 911(3) of the of the Business Corporation Act (Act 284, P.A. 1972) and the Nonprofit Corporation Act (Act 162, P.A. 1982).

Q. My corporation name has changed. Can I make the change on the report?
A. No, the corporation name can only be changed by filing a Certificate of Amendment or Restated Articles of Incorporation. Those forms are available on our web site under "Forms & Publications".

Q. This corporation is no longer active, what filing should be completed?
A. If you want to dissolve the corporation, submit a Certificate of Dissolution. If the corporation did not transact business or conduct any affairs, use form BCS/CD 530. Otherwise, submit form BCS/CD 531. For nonprofit corporations, except churches, consent from the Attorney General is required for dissolution as noted on the form instructions. Those forms are available on our web site under "Forms & Publications".

Resident Agent/Registered Office

Q. What is a resident agent?
A. As defined in section 246 of the of the Business Corporation Act (Act 284, P.A. 1972) and the Nonprofit Corporation Act (Act 162, P.A. 1982), the resident agent appointed by a corporation "is an agent of the corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served." Any notices sent from our office as required by the Act are mailed to the agent.

Q. What is the registered office?
A. The registered office is the physical location of the resident agent.

Q. Can I use only a mailing address for the registered office address?
A. No, the registered office address must be the physical location of the resident agent. A separate mailing address (such as a PO Box) can be included in addition to the physical location, but not in lieu of a physical location. The form provides a space for the street address (physical location) and a separate mailing address (if different) for the registered office.

Q. Is there a preferred address format in reporting the registered office street or mailing address?
A. Yes, addresses are read by the U.S. Post Office from bottom to top. Therefore, it is important if you cannot fit both the street address and apartment or suite number on one line, that you make sure the apartment or suite number is on the line above the street address (not below). Also make sure to provide the complete city name (do not abbreviate city names) and either the 5 or 9 digit zip code. For more information on address standards, see link to the U.S. Post Office Publication 28: http://pe.usps.gov/cpim/ftp/pubs/Pub28/Pub28.pdf

Q. If I use a "service company" or a CPA or attorney as resident agent, can I use my address for the registered office street and/or mailing address?
A. No, the registered office street address (and mailing address if different) must "match" the agent, i.e. the address must be the agent's physical address, and mailing address, if different.

Q. Can the resident agent be located in another state?
A. No, as provided in section 241 of the of the Business Corporation Act (Act 284, P.A. 1972) and the Nonprofit Corporation Act (Act 162, P.A. 1982), the agent must be located in Michigan.

Q. Can more than one person be the resident agent? Who can be a resident agent?
A. Only 1 "person" can be a resident agent. For profit corporations, section 241 of the Business Corporation Act (Act 284, P.A. 1972) provides that the agent "may be either an individual resident in this state whose business office or residence is identical with the registered office; a domestic corporation or a limited liability company; or a foreign corporation or limited liability company authorized to transact business in this state that has a business office identical with the registered office."

For nonprofit corporations, section 241 of the Nonprofit Corporation Act (Act 162, P.A. 1982), provides that the agent "may be an individual resident in this state whose business office is identical with the corporation's registered office, a domestic or domestic business corporation, or a foreign or foreign business corporation authorized to conduct affairs or transact business in this state and having a business office identical with the corporation's registered office."

Also, the corporation cannot act as its own resident agent.

Officers/Directors

Q. What officers and/or directors are required in a corporation?b
A. Officers - Section 531 of the Business Corporation Act (Act 284, P.A. 1972) and the Nonprofit Corporation Act (Act 162, P.A. 1982) provides that the corporation must have a "president, secretary, treasurer, and, if desired, a chairperson of the board, 1 or more vice presidents and such other officers." Note that one person may hold multiple officer/director titles, subject to the limitations of section 531(2) of the Act.

Directors

Profit corporations are required to have a Board pursuant to section 505 of the Business Corporation Act (Act 284, P.A. 1972) unless there is a written agreement among shareholders pursuant to section 488 that there is no Board. The Board must have at least one director. Director of a profit corporation as defined in Section 106 "means a member of the board of a corporation."

Nonprofit corporations are required to have a Board pursuant to 505 of the Nonprofit Corporation Act (Act 162, P.A. 1982) and the Board must have at least three directors. The first annual report requiring three directors for nonprofit corporations was the report due October 1, 2009. Director of a nonprofit corporation as defined in section 106 "means an individual who is a member of the board of a corporation" The term is synonymous with "trustee" of a corporation or other similar designation."

Q. What if the incorporators have not yet elected the first board of directors?
A. You would select the "officers not elected" choice. Note that the incorporators select the first board of directors, as provided in section 223 of the Business Corporation Act (Act 284, P.A. 1972) and the Nonprofit Corporation Act (Act 162, P.A. 1982), and then the officers are generally elected or appointed by the board as provided in section 531 of the Act.

Q. Why don't the officers/directors provided on past reports print on this form?
A. The officer/director information is not captured in our database. If you want to view images of prior reports, use the Business Entity Search on our website. Select "search by file number" and enter your six-digit ID number assigned by this office. Otherwise, search by the company name.

Once you locate and enter the record, you will see a choice for "images available". Click that line to see the list of available images. To view a particular document, select the camera icon for that document. If you have trouble viewing and/or printing the image, please go to the "Help Menu" for further instructions.

Q. Why did I receive a message telling me that the Entity ID is not eligible to file online?
A. For online filing of annual reports/statements, the corporation or limited liability company must be in good standing. For LLCs that message is also received if the LLC does not yet owe an annual statement.

Q. Why don't any of the years shown have an active link?
A. The report(s) or statement(s) were already filed. Online filing is available for reports or statements that have not yet been filed and only one filing is required each year.

Q. Can I file an additional or amended report or statement if a filed report or statement is already on record?
A. Yes, by email through MICH-ELF, by mail or in person.

Q. I received a decline on my credit card, what do I do?
A. First check the expiration date on your credit card. If the card is not expired, please contact your credit card company to determine why you received a decline on your card.

Q. I need help. Is there someone I can email?
A. Please feel free to send us an email at fileonline@michigan.gov. Please be sure to give us the ID number of the entity and include a description of your issue or the question you have.


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