Form a Foreign Limited Liability Company in Michigan – Application for Certificate of Authority to Transact Business in Michigan (Form CSCL/CD-760)

The Michigan Application for Certificate of Authority to Transact Business in Michigan (Form CSCL/CD-760) will register the presence of a foreign Limited Liability Company in the State of Michigan with the Michigan Department Licensing and Regulatory Affairs. This is necessary in order to remain in compliance with Act 23 of the Public Acts of 1993. The information required by the items present on this template form will represent the minimum amount that must be filed with the Michigan Department of Licensing and Regulatory Affairs. If the registration of the type of foreign Limited Liability Company has additional Provisions not named in these, items there will be an opportunity to include such Statements, Agreements, or Conditions the foreign Limited Liability Company deems necessary for a proper registration of its activities.

The Michigan Department of Licensing and Regulatory Affairs also requires that a Certificate of Good Standing (sometimes referred to as a Certificate of Existence), is obtained by the foreign Limited Liability Company from the governing body of the jurisdiction where it forms and operates and must be submitted with this filing. The Certificate of Existence must be no more than thirty days old at the time of receipt by the Michigan Department of Licensing and Regulatory Affairs.

There will also be a Filing Fee of $50.00 due upon submission of the Michigan Application For Certificate of Authority to Transact Business in Michigan (Form CSCL/CD-760). If you are delivering this paperwork in person, you may remit payment with a check, credit card (MasterCard and VISA), or money order. You may only pay with a check or money order when filing by mail. If you wish to file by fax, then you must have an active MICH-ELF account with the Michigan Department of Licensing and Regulatory Affairs. Expediting is available for Same Day Service, 24 Hour Service, 2 Hour Service, and 1 Hour Service upon request. Expediting will carry a separate Expediting Fee which should be considered separate and in addition to the Filing Fee. You may request Expediting by submitting a completed Form CSCL/CD-272. All checks remitted as payment should be addressed to “State of Michigan.”

How To File

Download Form
Download CSCL/CD-272

Step 1 – Select the “Download Form” link above to obtain a blank Michigan Application For Certificate of Authority to Transact Business in Michigan (Form CSCL/CD-760). This will be a PDF file. That is, you may enter the information onscreen with a PDF form friendly browser or with a PDF program. You may also print and fill this form in with a typewriter. It is imperative this form is perfectly legible.

Step 2 – Locate the Address box in the upper left hand corner. This will be the first area requiring attention. Here, you will indicate where the Michigan Department of Licensing and Regulatory Affairs should return the filed materials. Report the Name of the Mail Recipient in the box labeled “Name.” In the box labeled “Address,” enter the Mailing Address to be used (Building Number, Street, Unit Number/P.O. Box). In the box with the areas labeled “City,” “State,” and “Zip Code” report the remainder of the Mailing Address the Michigan Department of Licensing and Regulatory Affairs may use.

Step 3 – In Item 1, enter the True Name of the foreign Limited Liability Company as it is written on the Certificate of Good Standing being submitted.

Step 4 – Item 2 is a conditional item. If the foreign Limited Liability Company may not use its Name in the State of Michigan, then it must register and operate under an Assumed Name. Report the Assumed Name the foreign Limited Liability Company will use in Michigan. If the foreign Limited Liability Company may use its True Name, then you may leave this item blank.

Step 5 – The next Item requiring attention is Item 3. Here, you must document where the foreign Limited Liability Company operates on the first blank line. On the second blank line, report the Date when this entity organized on the blank line provided. If the foreign Limited Liability Company intends to dissolve indicate how long it will be until it does on the blank lines following the words “The duration…” If the foreign Limited Liability Company has no intention of dissolving you may leave this item blank.

Step 6 – If the foreign Limited Liability Company is required by its home jurisdiction to maintain an office in a specific area, report this Address on the blank line in Item 4. If there is no such requirement, report the Principal Office of this location. This should be a physical address, thus when entering the “Street Address,” do not use an Address with a P.O. Box. You may use the remainder or the line to enter the City, State, and Zip Code of this location.

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Step 7 – Item 5 is the area where the Michigan Resident Agent and the Registered Office where this party would be found is reported. Item 5a, will begin with the Physical Location of the Registered Office. The Address should be reported on the first blank line available (with the label “Street Address,” “City,” and “Zip Code.”). If the Michigan Resident Office receives its Mail at a separate location, then report the Mailing Address on the blank line with the labels “Street Address or P.O. Box,” “City,” and “Zip Code” in Item 5c.

Step 8 – Item 6 will require the Name of an alternate Recipient (on behalf of the foreign Limited Liability Company) of such court actions as Service of Process should the Michigan Resident Agent for some reason or other is unable to fulfill his or her duties. You will need to report the Full Name of this individual on the first blank line. Then on the blank line labeled “Street Address,” “City,” “State,” and “Zip Code” enter the Complete Address where this entity will be located physically.

Step 9 – In Item 7 use the box provided to report the Purpose of the foreign Limited Liability Company’s business in the State of Michigan. This Purpose must specifically deal with the intent and behavior of the foreign Limited Liability Company in Michigan. It should be noted, the foreign Limited Liability Company must be approved to operate according to the Purpose listed in here in its home state as well.

Step 10 – In the last area of this form, enter the Calendar Date of the Month this form will be Signed on the blank line after the words “Signed this.” On the next blank line, enter the Month and Year this document will be signed.

Step 11 – Below the date and after the word “By,” an Authorized Representative who may submit this document on behalf of the foreign Limited Liability Company applying for a Michigan Certificate of Authority must Sign his or her Name. Below this, on the line labeled “Type or Print Name,” the Signature Party is required to Print his or her Name. Beside this, the Authorized Representative must report his or her Title with the foreign Limited Liability Company.

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Step 12 – At the top of the second page, you must enter the Full Name of the party submitting the Filing Fee payment on the blank line labeled “Preparer’s Name.”

Step 13 – On the second line, enter the Daytime Office Number of the Preparer on the blank line labeled “Business telephone number.”

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Step 14 – Once you have completed this application form, package it with any attachments that must be submitted, the Certificate of Good Standing obtained from the home state’s jurisdiction, and payment for the Filing Fee. If you submit this in person at the Michigan Department of Licensing and Regulatory Affairs, you must pay for it with a check or a money order payable to the “State of Michigan.” The minimum amount is the Filing Fee ($50.00) for the Michigan Application For Certificate of Authority to Transact Business in Michigan (Form CSCL/CD-760). You may also file this document in person. If so, then you may pay with a check, credit card, or money order. You may also file by fax or email if you have a MICH-ELF account. Expediting is available for an additional Fee. The Expediting Fee will depend upon the level of service required. Same Day service will require an Expediting Fee of $100.00. Two Hour service will require a payment of $500.00. One Hour service will require a payment of $1,000.00. Twenty-four Hour service will require a payment of $50.00.

Fax To:

517.636.6437

Mail To:

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

Deliver To:

Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
2501 Woodlake Circle
Okemos, MI 48909
Telephone: 517.241.6470

Step 15 – Foreign Limited Liability Companies will receive a pre-printed Annual Report Statement titled the BCS/CD-2700 from the Michigan Department of Licensing and Regulatory Affairs. This report must be filled out by February 15, every year, beginning with the year after registration (if registered before September 30). This Filing will require a payment of $25.00. This my also be done online here http://www.michigan.gov/lara/0,4601,7-154-61343_35413_35432-136482–,00.html.