How to File a Michigan LLC Amendment
If you need to make updates to your Michigan LLC’s Articles of Organization, you’ll ordinarily need to file a Certificate of Amendment to the Articles of Organization with the Michigan Department of Licensing and Regulatory Affairs. Filing a Certificate of Amendment carries a $25 fee, and can be done in person, by mail or online. We’ll show the ins and outs of filing a Michigan LLC amendment process in this guide.
In this article, we’ll cover:
- Amending Michigan LLC Articles of Organization
- Michigan LLC Certificate of Amendment Form Information
- Filing a Michigan Certificate of Amendment Form
Amending Michigan LLC Articles of Organization
When you file Articles of Organization for a Michigan LLC with the Michigan Department of Licensing and Regulatory Affairs (LARA), you register important information about your company with the state. Keeping this information updated and accurate is important in order for your LLC to stay reachable by LARA and compliant with Michigan laws. Most of the information that you’ll need to update can be changed by filing a Certificate of Amendment to the Articles of Organization.
When should I file a Michigan LLC Certificate of Amendment?
A Michigan LLC can file a Certificate of Amendment to update most of the information included in its Articles of Organization, and add, update or remove additional provisions attached to the Articles. Optional provisions can include things like the LLC’s management structure, member or manager names and contact information, business addresses, or just about anything other than the standard information required for a Michigan LLC’s Articles of Organization.
You can use an amendment to update—but not remove—any of this mandatory information on your LLC’s Articles of Organization:
- The LLC’s name
- The purpose the LLC was created for
- The duration of time the LLC will exist (including perpetually).
However, there are two things you can’t change on your Articles of Organization with an amendment: your registered agent’s name and their registered office address. You’ll have to change that information with a Certificate of Change of Registered Office and/or Resident Agent. (Michigan refers to registered agents as “resident agents.”)
Yes, Michigan LLCs have the option of restating their initial Articles of Organization by filing a Restated Articles of Organization form. This form can be used to consolidate previous amendments and the initial articles into a single unified set of Articles of Organization, or include new provisions along with (or without) any previous amendments being consolidated. The main advantage of filing a Certificate of Amendment instead of Restated Articles of Organization is at the payment stage: A Certificate of Amendment only costs $25, but restating your articles carries a $50 fee.
No, if an error made it into your LLC’s Articles of Organization, you shouldn’t file a Certificate of Amendment. You’ll want to file a Certificate of Correction form instead. This form will allow you to fix any errors or typos that need to be corrected on your Articles of Organization, and can be filed for $25—just like a Certificate of Amendment.
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Michigan LLC Certificate of Amendment Form Information
Michigan requires you to provide some information about your LLC when you file a Certificate of Amendment to the Articles of Organization:
- Business name: List your LLC’s current name (not a name you plan to adopt by filing the Certificate of Amendment).
- Identification number: The nine-digit number provided for your LLC by LARA’s Corporations, Securities & Commercial Licensing Bureau.
- Filing date: The original date Articles of Organization were filed for your LLC.
- Articles to be amended: List the article number to be updated, along with the text of the amendment that will be be adopted, updated or removed. You can attach additional pages if extra space is necessary, for as many amendments as you need.
- Amendment approval: Indicate if the amendment was unanimously approved by voting LLC members (or by a majority vote if allowed in the LLC’s operating agreement).
- Signatures: You’ll need to include the dated signature of a member, manager or authorized agent of the LLC’s behalf, along with their typed or printed name, plus their title or capacity.
- Preparer’s name: The name of the person who prepared the certificate form for filing.
- Business telephone number: A number which can be used to reach your LLC.
In addition, an optional section asks for a name and address the document can eventually be returned to. If you choose to leave this blank, the document will be sent to your registered agent.
File a Michigan Certificate of Amendment Form
You may file a Certificate of Amendment form by mail, in person, or online through the LARA Corporations Online Filing System.
Mail filings:
Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
P.O. Box 30054
Lansing, MI 48909
In-person filings:
2407 N Grand River Ave
Lansing, MI 4890
It costs $25 to file a Michigan Certificate of Amendment to the Articles of Organization. Mailed filings can be paid with a check or money order. In-person filings may be paid with check, money order, or credit or debit card. Online fees can be paid with a credit or debit card. You can also request expedited service, but that additional fee ranges from $100 to $1,000, depending on how fast you want your certificate processed.
Standard processing for Michigan business registration filings takes 3-5 business days after receipt by LARA. Expedited document processing time can take up to 24 hours if you pay a $100 fee, or as little as one hour if you’re willing to pay a $1,000 fee.
