Changing the Registered Office of a Michigan LLC
Michigan has several economic development organizations that require startups to maintain an office in a certain city or vicinity in order to receive funding from that organization. Some of these organizations will merely require that the startup maintain an office or a principal place of business in a certain location. Others, however, will require that the startup’s “registered office” be in that vicinity. This post: (1) explains what is a “registered office;” and (2) describes how to amend the location of your registered office for a Michigan LLC.
What is a Registered Office?
The Michigan Limited Liability Act (Section 207) requires Michigan LLC’s to maintain a “registered office.” Simply put, this is the address where the state can send your company important information and assume your company received it. The registered office is identified in Article IV of the company’s Articles of Organization, which are publicly available and filed with the state of Michigan.
We have previously discussed the Articles of Organization here.
It is important to note that the registered office does not need to be the same as the company’s principal place of business. In fact, because many early-stage startups operate from work sharing spaces, incubators, or accelerators, the company’s principal place of business will, in fact, differ from the registered office (which will ideally be a more permanent address where the company is more certain to receive important state documents). Many student entrepreneurs will use a parent’s permanent address (in Michigan) for the Michigan registered office. Accordingly, before taking the time to change your registered office in your Articles of Organization, confirm that the funding organization does indeed require the registered office (as compared to a principal place of business) to be in a certain vicinity.
Amending Your Registered Office
If you determine that you need to change the registered office identified in your Articles of Organization, here is how to proceed. The fee is $5, although expedited service is available for the higher fees described on page 3 of the Certificate of Registered Office (Form 520).
- Locate your ELF account number. Or, if you have not set up an ELF account with the state of Michigan, do so. This post discusses the benefits, and process of establishing, an ELF account.
- Complete the Certificate of Change of Registered Office (Form 520).
- Complete your MICH-ELF COVER SHEET, which will be filed along with the Certificate of Change of Registered Office (Form 520) that you completed in Step 2.
- Following the instructions which you received in the Response to your ELF Application, file the documents you completed in Steps 2 and 3 above. As of the date of this post, ELF account filers may electronically file via email at email@example.com.
- Filers without an ELF account may submit the above forms along with a check or money order to:
Once you have changed your registered office, understand that this is where the state will send important information, such as your annual statements. If you change locations, and your registered office is no longer a valid mailing address for your company, you will need to use the above process to change the registered office identified on your Articles of Organization.