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The Michigan LLC operating agreement is a recommended legal document for single and multi-member limited liability companies. This document allows the member(s) and/or owner(s) to create policies, outline responsibilities, identify voting rights, and perform other ownership responsibilities in an LLC.

From MI Comp L § 450.4102 (2019):

(r) “Operating agreement” means a written agreement by the member of a limited liability company that has 1 member, or between all of the members of a limited liability company that has more than 1 member, pertaining to the affairs of the limited liability company and the conduct of its business. The term includes any provision in the articles of organization pertaining to the affairs of the limited liability company and the conduct of its business.

Michigan Operating Agreement Law

Michigan’s Operating Agreement laws can be found in Chapter 450 of the Michigan Limited Liability Company Act.

Forming an LLC in Michigan

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

All Michigan LLCs need to legally register a business name before filing for formation. This name must include:

  • LLC
  • L.L.C.
  • or Limited Liability Company

The name should be entirely unique and dissimilar from all other businesses in the state and any government agencies. It should not include other designators (“corp” or “inc”).

The name may include restricted titles (MD, CPA, etc.) that relate to the professional business type being included, as long as a licensed practitioner is part of the LLC and completes required verification.

To conduct the name search, use the Michigan State Business Entity Search website.

Step 2: Choose Your Registered Agent

All Michigan LLCs must appoint a registered agent that will be the principal point of contact for legal documents, service of process, and tax information in order to keep the business compliant.

The registered agent may be an individual (member or not), or a registered agent service that will assign a qualified agent themselves.

An individual agent must:

  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in Michigan

Registered agent services must be authorized to operate in Michigan to be valid.

Step 3: File Your Formation Articles

In Michigan, Domestic LLC formations (in-state) must complete Articles of Organization to be recognized as an LLC.

Online Filing (Domestic):

Mailed Filing (Domestic):

Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
P.O. Box 30054
Lansing, MI 48909

In-Person Filing (Domestic):

Michigan Corporations, Securities & Commercial Licensing Bureau
2501 Woodlake Circle
Okemos, MI 48864

Foreign LLCs expanding to Michigan must complete a Certificate of Authority, and file a Certificate of Good Standing from the original formation of the business.

Online filing is not offered for this form.

Mailed Filing (Foreign):

Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
P.O. Box 30054
Lansing, MI 48909

In-Person Filing (Foreign):

Michigan Corporations, Securities & Commercial Licensing Bureau
2501 Woodlake Circle
Okemos, MI 48864

Step 4: Draft a Michigan Operating Agreement

A Michigan operating agreement is not legally required, but it is highly recommended for LLC formations. With it, businesses can establish their own procedure, outline individual rights and responsibilities to enforce accountability, and afford themselves individual protections to prevent financial liability.

The agreement should be signed and kept with the original formation documents until required. Each member should also hold a signed copy in the case of disputes between members where the agreement is to be cited.

Michigan does not require you to file the operating agreement with the state.