Michigan Articles of Incorporation For Use By Domestic Profit Corporation | Form CSCL/CD-500
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The Michigan Department of Licensing and Regulatory Services Articles of Incorporation For use by Profit Corporation is a standardized form made available for an Incorporator’s use. This provides the basic information required by the Michigan Business Corporation Act of 1972. While these minimal requirements may satisfy the needs of most corporations, it is possible additional information or paperwork may need to be included depending upon the nature of the entity being formed. In such instances, it is a good idea to seek legal consultation before attempting to file these articles. In the majority of cases, you will only need to report the Name of the corporation (including suffixes), the Identity and Address(s) of the Resident Agent and Registered Office, the Purpose of the corporation, if the corporation is perpetual or has a specific lifespan, the Number of Shares that have been authorized, the specifics on any Class of Shares that may exist, the Identity and Address of the Incorporators, and any agreements regarding the termination or dissolution of the corporation. In fact, any provisions that exist between Incorporators should be reported.

You may submit the Michigan Articles of Incorporation For Use By Profit Corporations by mail or in person. If you have an active MICH-ELF filing you may also fax them in using your account information. You must calculate the filing fee and this will be based on your stock information. There will also be a nonrefundable fee of $10.00 which must be paid. The minimum Filing Fee (for corporations with less than 60,000 authorized shares) is $60.00. If sending by mail, this may be paid by check or money order (made payable to “Secretary of State”) and sent to Michigan Department of Licensing and Regulatory Affairs, Corporations, Securities & Commercial Licensing Bureau, Corporations Division, P.O. Box 30054, Lansing, MI 48909. If you are dropping off the articles you may pay by check, money order, MasterCard, or Visa and brought to 2501 Woodlake Circle, Okemos, MI 48864. If using your MICH-ELF account fax to (517) 636-6437.

How To File

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Step 1 – First you must obtain the Michigan Articles of Incorporation For Use By Domestic Profit Corporation by clicking here: Form CSL/CD-500. This may be opened or saved, filled out with a PDF program, then printed or it may be produced with a printer then type in the required information. This form must be filled out legibly and clearly. If it is not, it will be rejected.

Step 2 –  The first step will be to provide a valid Return Address for the Michigan Department of Licensing and Regulatory Affairs to return the appropriate documents. You may do this in the top upper left hand area of the form in the box with the thick border. Here, there are three lines. On the first line, enter your Full Name. On the second line, enter the Building Number, Street, and Site Number. On the third line, you may enter the City, State, and Zip Code of your Mailing Address.

Step 3 – Locate the section labeled “Article I.” Here, enter the full name of the corporation being formed by these articles. Make sure this Name is in full compliance with the Business Corporation Act of Michigan.  It should be unique, not misleading in any way, and contain the suffix Company, Co., Corporation, Corp., Incorporated, Inc., Limited, or Ltd.

Step 4 – Article II possesses a general corporate purpose binding the activities of the corporation’s reason for forming and method of operation to the tenets of the Business Corporation Act of Michigan. You do have the option of further refining the reason for this corporation’s existence to be something more specific however, this is optional.

Step 5 – Article III will contain two items that need definition. In Item 1, enter the Total Number of Common Shares this entity is authorized to issue on the first blank line and the Total Number of Preferred Shares on the second blank line. Then, in Item 2, discuss the rights, preferences, and limitation of each class in the blank area provided.

Step 6 – Article IV will also be composed of separate items. In the first item enter the Full Name of the Registered Agent. This is the individual or separate business entity who maintains, and may be found at, a physical location in the State of Michigan and has agreed to receive court generated documents on behalf of the corporation being formed here. In Item 2, you must report the Michigan Address where the Resident Agent is located in the spaces provided. This must be the actual location consisting of a Street Address, City, and Zip Code (the State is provided). You may not use a P.O Box in Item 2, however if the Registered Office has a separate Mailing Address, this may be reported in Item 3. If there is no separate Mailing Address, you may leave Item 3 blank.

Step 7 –  Article V will require a list of the Incorporators as well as their information. There will be two columns. Enter the Name of each Incorporator in the left hand column. Then on the right, enter the Residence or Business Address of each Incorporator on that individual’s line. Make sure this is a Full Address including the Building Number, Street, any applicable Site Number, City, State, and Zip Code.

Step 8 – Article VII provides an optional provision defining how the corporation may pursue vs consent for such actions. Read this carefully, if the conditions of consent match the manner this corporation should operate then you may proceed to the next article. If this provision should not apply you may delete it.

Step 9 – The top of the next page will contain an area where you may list any other articles that are attached to these and should be considered a part of this filing. If this is the case, make sure to report the exact title of what you are submitting with these articles here.

Step 10 – Next, locate the statement beginning with the words “I, (We), the incorporator(s),” then enter the Date these articles are being signed on the blank spaces provided. Enter the Calendar Date, Month, and Year in this order. Below this, each Incorporator must finalize their part in this document by Signing his or her Name.

Step 11 – The top of the next page will the information of the individual or business who is submitting these articles. Report the Full Name of this Party on the blank line labeled “Preparer’s Name.” Below this, enter the Preparer’s Business Telephone Number.

Step 12 – The next step will be to calculate the Filing Fee for these articles. If the corporation has been authorized for 60,000 shares or less the Organization Fee will be $50.00. If the amount of authorized shares is 60,001 to 1,000,000 shares then the Organization Fee is $100.00. If the corporation is authorized to issue between 1,000.001 and 5,000,000 shares the Organization Fee will be $300.00. If the total number of shares is between 5,000,001 and 10,000,000 then the Organization Fee will be $500.00. Beyond this, the Organization Fee will be $500.00 plus $1,0000 for every 10,000,000 above the first 10,000,000 shares. Take the Organization Fee then add the Nonrefundable fee of $10.00. This will be the Filing Fee amount.

Step 13 – If you have an active MICH-ELF account you may fax all documents to (517) 636-6437 making sure to have enough to cover the fee. If mailing in the articles and all supporting paperwork, you must include a check or money order for the Filing Fee amount made payable to “Secretary of State.” If bringing in the articles and all supporting paperwork, you may pay by check, money order, MasterCard, or VISA.

To Mail send to:

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

To Submit in person, bring to:

2501 Woodlake Circle
Okemos, MI 48864