Do You Need A Michigan Resident Agent?
Under Michigan law, a resident agent is required for every corporation, Limited Liability Company (LLC), Limited Liability Partnership (LLP), or Limited Partnership (LP).
A resident agent (also referred to as a resident agent or statutory agent in some states), is a person your entity chooses to be the central point of contact to receive official legal documents and notices of lawsuits. The resident agent then forwards these to the appropriate person in the business.
Who Is Allowed To Be A Michigan Resident Agent?
Any individual, owner, member, officer, director, etc., of a business entity that is 18 years or older and is available during normal business hours (9am – 5pm, M-F) at a listed physical address in the state of Michigan, can be a resident agent.
That said, many business owners may not want to use their business or personal address for the resident agent. A few reasons include:
- You work from home and don’t plan to keep normal hours.
- You don’t want your home address to be publicly available.
- You don’t want your actual business address listed.
- You don’t want your name associated as the resident agent, which is listed online.
Penalties For Not Having A Resident Agent
Not only is a resident agent required when forming an LLC or corporation, but you must maintain a resident agent to keep the entity in compliance. Besides the requirement of designating a resident agent at the time of formation, there are several reasons have one:
- Not Receiving Legal Notices – If the listed resident agent cannot receive legal notices, this lawsuit will still proceed. If a process server is unsuccessful in reaching the company’s resident agent, the court can proceed with the case. This could result in a judgment being placed against the business without the owners knowing.
- Administrative Dissolution – In Michigan, if the business doesn’t have a resident agent, the state can dissolve the entity.
- Penalties and Fees – By not maintaining a current resident agent, penalties and state fees can be levied against the entity and, in some cases, the owners too. Once an entity is no longer in good standing with the state, the owners may lose their liability protection and are at risk personally.
Common Questions About Michigan Resident Agents
Is a registered agent required in Michigan?
A registered agent, officially called a resident agent in Michigan, is required by the Michigan Department of Licensing and Regulatory Affairs when forming a Michigan LLC, corporation, LLP, or LP.
Sole proprietorships and general partnerships do not need a resident agent.
The requirements for an entity to have a Resident Agent are formed under Michigan Statutes Section 450.4207 (LLC) and Section 450.1241 (corporation), which mandate that registered entities will have and continuously maintain a resident agent and registered office within the state.
The agent must also be available during normal business hours to forward any service of process, notice, or demand pertaining to the entity to the appropriate individuals.
How much is a registered agent in Michigan?
Depending on the services provided, a commercial registered agent service typically costs between $100-$150 per year. Northwest Registered Agent is a popular service that charges $125 per year and offers several extras such as document scanning and mail forwarding and Harbor Compliance has a basic service starting at $99.
Some entity formation companies, like IncFile, includes registered agent service at no cost for the first year when you register your corporation or LLC with them.
Who can be a registered agent in Michigan?
A resident agent in Michigan can be a resident of the state who is 18 years or older, a registered Michigan domestic business entity, or a foreign business entity authorized to do business in the state. An entity may not be its own agent.
The resident agent needs to have a physical street address (often referred to as a registered office or principal office) in the state of Michigan. This can be your home address, the address of a family member, an accountant or attorney, the address of the business, or Michigan resident agent service. Any physical address in the state may be used, but PO Boxes and mail drop services are not acceptable since someone has to be available to sign for documents.
The agent will also need to be available to receive Service of Process on behalf of the business during normal business hours. Service of process refers to the delivery of legal documents, often a summons, subpoena, or lawsuit filed against a business entity.
How do you appoint a registered agent in Michigan?
A resident agent is initially appointed when forming the business entity, Articles of Organization (LLC) or Articles of Incorporation (corporation) however, this appointment can be updated by submitting the Certificate of Change of Registered Office and/or Change of Resident Agent.
How do you change a resident agent in Michigan?
If the resident agent changes, the entity is required to file a change of resident agent.
A Resident Agent can be changed by submitting the Certificate of Change of Registered Office and/or Change of Resident Agent along with the filing fee to the Michigan Department of Licensing and Regulatory Affairs (LARA).
Why not just use a PO Box for the Michigan resident agent?
Michigan law requires an actual physical address for your business. The address also requires having someone available to personally accept legal documents on your behalf.
