Michigan Application For Certificate Of Authority To Transact Business Or Conduct Affairs In Michigan For Use By Foreign Corporations
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The Michigan Application For Certificate Of Authority To Transact Business Or Conduct Affairs In Michigan For Use By Foreign Corporations | Form CSCL/CD-560 must be filled out then submitted to the Michigan Department of Licensing and Regulatory Affairs Corporations, Securities & Commercial Licensing Bureau by a foreign corporation before it may conduct its affairs in the State of Michigan. Virtually any foreign corporation may transact in business so long as its activities remain in compliance with the Corporation Business Act of Michigan. The nature, entity type, and/or purpose of the filing entity may require additional paperwork to be submitted which may vary depending on the circumstances and the entity type (for instance, foreign nonprofit corporations must submit a copy of their Articles of Incorporation with this application) however, all foreign corporations must submit Certificate of Good Standing or Certificate of Existence, issued by its domicile state’s authority over such affairs, dated within thirty days of the application/filing date. Therefore, it is imperative the filing entity understand the process of opening its doors to conduct business in the State of Michigan before filing this application.

This form may be faxed in, mailed in, or delivered in person. If faxing you must have an active and up to date MICH-ELF Account with enough money in the payment information to cover the Admission Fees ($60.00 for Profit Corporations or $20.00 for Nonprofit Corporations). You may pay the Admission Fee with a check or money order made payable to “Secretary of State,” if you are mailing or hand delivering this application package. If you are delivering by hand then you may also choose to pay with MasterCard or Visa. If faxing send to (517) 636-6437. If mailing then send to Michigan Department of Licensing and Regulatory Affairs, Corporations, Securities & Commercial Licensing Bureau, P.O. Box 30054, Lansing, MI 48909. If delivering by hand then bring the application package to 2501 Woodlake Circle, Okemos, MI 48864.

You may expedite the service to a one hour processing time, a two hour processing time, same day processing time, or 24 hour processing time. However, an appropriate processing fee must be paid in full when submitting this request ($1,000.00, $500.00, $100.00, or $50.00 respectively). Such requests must be done in writing by filling out the Expedited Processing Request Form for each filing it is requested for.

How To File

• Download Form
• Download Expedited Processing Request Form

Step 1 – Download the Michigan Application For Certificate Of Authority To Transact Business Or Conduct Affairs In Michigan For Use By Foreign Corporations PDF form by selecting the download form link above or by clicking here: Form CSCL/CD-560. This form should be clearly legible thus, you may either use a PDF editing program to enter the required information or you may use a printer to generate the form then  use a typewriter to enter the information.

Step 2 – The top part of this application is for office use only however the heavy bordered box near the top left hand area will be the first item requiring attention. This will report the recipient and address the Michigan Department of Licensing and Regulatory Affairs will return these articles to. Enter the intended Recipient’s Full Name on the first line (labeled Name), enter the recipient Address on the second line, and enter the City/State/Zip Code of the recipient Address.

Step 3 – The first item must have the True Name of the filing entity entered. This Name must match the Name on the Certificate of Existence or Certificate of Good Standing submitted with these articles.

Step 4 – If the True Name of the filing entity may not be used in the State of Michigan, the foreign corporation will need to operate under an assumed name. If this is the case, enter the Assumed Name in Item 2 on the blank line provided. If the foreign corporation is able to operate under its original Name then leave this item blank.

Step 5 – Item 3 will require some basic facts regarding the foreign corporation wishing to operate in this state. On the first blank line, enter the original jurisdiction this corporation was formed in on the blank space provided. In the second blank line, document the Date the filing entity first incorporated. Then, on the third blank line, indicate if there will be a specific Date this entity will cease being a corporation. If there is no specific Date this corporation will terminate, then you may leave the third line in Item 3 blank.

Step 6 – Next, in Item 4, enter the Full Address (Street Address, City, State, and Zip Code) of the filing entity’s Headquarter Office on the first blank line. If this corporation has a separate Mailing Address then enter this information on the second line. Note: You may not use a P.O. Box in the first line.

Step 7 – The physical location of the Registered Office Address must be documented in this application and should be done so on the first line in Item 5. This must be where the Registered Office may be physically found and must contain the Building Number, Street, Site Number (if applicable), City, and Zip Code. If the Registered Office in Michigan receives its mail at a separate address to receive mail, you may enter this Mailing Address on the second blank line of Item 5. Finally, on the third blank line in Item 5, report the Identity  (Full Name) of the Resident Agent who shall receive service of process at the Registered Office on the third blank line.

Step 8 – In Item 6, report the purpose of the filing entity’s application for a certificate of authority. This should contain specific statements concerning the corporate affairs, activities, and/or goals the foreign corporation shall conduct in the State of Michigan.

Step 9 – If this is a profit corporation then report the Total Number of Shares the filing entity has been authorized on the blank line in Item 7. This must be the number of shares attributable to Michigan. Typically 60,000 shares shall be attributable in this state initially. If this changes in the future, you may calculate the Total Number of Authorized Shares, multiply the current appointment percentage from the Michigan Tax Return by the Total Number of Shares).

Step 10  – Item 8 should only be filled out if the filing entity is a trust. If so, then report any special powers exclusive to the trust in the area provided.

Step 11 – At the end of this application, enter the Date of Signature after the words “Signed this.” The format of the Date requires the Calendar Date entered on the first blank line, the Month on the blank space after the words “day of,” and the Year on the third space.  Below this, an Authorized Officer or Agent must Sign his/her name then Print his/her Name on the last line of this page.

Step 12 – Next the preparer of this application must report his or her Full Name in the blank space provided in the top left hand corner of the next page. Below this, enter your Business Telephone Number.

Step 13 – You will need to organize your application package then send it to the Michigan Department of Licensing and Regulatory Affairs so that it may be approved and filed. This package must contain one original of the completed Michigan Application For Certificate Of Authority To Transact Business Or Conduct Affairs In Michigan For Use By Foreign Corporations, one original Certificate of Existence or Good Standing from the domicile state jurisdiction and dated no more than thirty days from the application filing date, and full payment of the Admission Fee. The Admission Fee will differ depending upon the entity type. If this is a nonprofit corporation then the Admission Fee will be $20.00 however if this is a for-profit corporation then the Admission Bee will be $60.00. If you are paying by check or money order, you must make it payable to “Secretary of State” and this must be submitted by mail or in person. If you wish to pay by credit card you must hand deliver it or you may fax it (provided your MICH-ELF information is up to date). Once you have made certain the funds are available and organized the application package you may submit it.

Step 14 – If you are submitting using MICH-ELF, then fax to (517) 636-6437. If you are hand delivering this application package and payment then bring to:

2501 Woodlake Circle
Okemos, MI 48864.

If you are submitting by mail then you must mail the application package to:

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