Let Your ELF Help You File in Michigan
As addressed in this prior post, entrepreneurs in Michigan typically decide between a Delaware C-Corp and a Michigan LLC for their choice of entity. With either choice, entrepreneurs should be aware of an easy electronic filing option in Michigan available by establishing a Michigan “ELF” account. With an ELF account, startups seeking to organize as a Michigan LLC can quickly file their organizational documents via email. Startups organized in Delaware, but transacting business in Michigan, will need to be authorized to transact business in Michigan as a “foreign entity” and can also file their application via Michigan’s ELF service. This post serves as a guide to setting up, and using, one’s MICH-ELF account.
Establishing a MICH-ELF Account
To set up a Michigan ELF account, one must complete and submit a Michigan ELF application ( CSCL/CD-901).
To complete this form, one needs the following information:
1) Name, address and phone number of the MICH-ELF applicant
2) Fax number for return of document;
3) Type of credit card (VISA, VISA Electron, and MasterCard are accepted);
4) Credit card number, expiration date, name of cardholder, and billing street address and zip;
5) Contact person, phone, and fax number if other than applicant.
The completed ELF application should be faxed to (517) 241-6445. Note that this ELF application should not be submitted with any other documents. Your Articles of Organization or Application for Authority to Transact Business will be submitted in a separate filing after you receive your ELF filer number. Michigan will reject your application if you submit your ELF application with other filings.
Questions Related to the ELF Application
Although the ELF application is relatively straight forward, some questions do arise. One common question is who to identify as the applicant. If one is organizing a Michigan LLC, there will not yet exist any entity when one is initially setting up the ELF account. Nonetheless, Michigan customarily will accept the future company name as the applicant name. Identifying a founder as the applicant is also acceptable. For foreign entities, it is likely best to identify the foreign entity name as the applicant. If you are an attorney filing an ELF application on behalf of the client, it is best not to list yourself as the applicant. This is because when Michigan faxes your ELF account confirmation (see below), the only identifying information on the confirmation page will be the new ELF filer number and the name of the applicant. If the applicant name is the attorney name, and that attorney commonly files ELF applications, there will no way to tie the confirmation page to a particular client without contacting the state.
For the contact person, it is likely best to identify someone who can quickly respond to questions from Michigan. This will likely be the person handling this initial organization — either one’s attorney or a key founder. Note that the contact person listed on the ELF application can be different than the Resident Agent that one will identify on their Articles of Organization. So, the contact person is not signing up for any additional responsibilities on behalf of the company, other than questions related to one’s ELF account.
Your ELF Confirmation
Michigan typically processes ELF applications in less than 48 hours. You will receive a fax from the state, similar to the following:
It is important to store this document (or at least the ELF Filer Number), because one will need to include the ELF Filer Number in all future filings with the state.
Making Filings Using an ELF Account
An ELF Account permits one to make organizational corporate filings via email. Corporate filings can be emailed to email@example.com or faxed to (517) 636-6437. Note that this is a different fax number from the one used to establish the ELF account. A MICH-ELF cover sheet (CSCL-CD900) should be used with all ELF corporate flings. The standard MICH-ELF cover sheet is shown below.
Upon making an ELF filing, Michigan will automatically charge the credit card account associated with the ELF account. Accordingly, it is important to update one’s ELF account when a business credit card is initiated.
Note that the ELF cover sheet is the only document that should include your ELF Filing Number. Do not include the ELF Filing Number on the Articles of Organization themselves. A common mistake is to for a filer to place their ELF Filing Number in the unmarked box on the right side of the Articles of Organization. If you do this, Michigan will reject your filing and require that you remove the number. Leave this box empty.
The Michigan ELF account process can save entrepreneurs time and money. Email filings are simple and lead to more timely approvals from the State of Michigan. Setting up your ELF account (and keeping your ELF Filer Number) can ease the headaches around organization, conversions, financings, or other occasions when timely filings matter.