Address of state office for filing:
Minnesota Secretary of State
Corporate Division
180 State Office Building
100 Rev. Dr. Martin Luther King Jr. Blvd.
St. Paul MN 55155-1299
Telephone: (517) 241-6470
State web address: http://www.legislature.mi.gov
State law reference: Michigan Compiled Laws, Corporation Law, Chapter 450, Section 450.4101+.
Title of filing: Articles of Organization.
Filing Fee: $50
Name requirements: The official name must contain the words “Limited Liability Company” or the abbreviations “LLC,”
“L.L.C.,” “L.C.,” or “LC.” If the company provides professional services, the name must include the word “Professional” or
the abbreviations “P” or “P.” before the name. (Section 450.4204). Reservable for six months for $25 fee. Renewable. (Section
450.4205).
Organizer requirements: A limited liability company may be organized by one person. The organizer need not be a natural
person, nor a member. (Sections 450.4202(1), 450.4102(r)).
Articles of Organization requirements: Articles of Organization must contain the following: (1) name of company, (2)
company purpose (general “all purpose” clause acceptable), (3) registered agent name and office address, (4) if company will
be managed by managers, a statement to that effect, (5) duration of company, if less than perpetual, and (6) any additional
matters. (Section 450.4203).
Annual report requirement: Yes, to Secretary of State. (Section 450.4207(3)). $25 filing fee.
Publication requirement: No.
Effective date of limited liability company organization: On the date of official approval of Articles of Organization, the
company becomes a legal entity and the members are shielded from personal liability. In addition, the effective date may be
delayed up to 90 days if so stated in the Articles of Organization. (Sections 450.4104(6), 450.4202(2)).
Membership requirements: Minimum number required is one. The member may be a natural person or a business entity.
(Sections 450.4102(2)(o), 450.4102(2)(r)).
Other: Unless the Articles of Organization provide that the company is to be managed by managers, the company is automatically
managed by members. (Section 450.4401).
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