In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your LLC is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a LLC that is registered in California wants to do business in Michigan.  The California LLC is a "Domestic" LLC in California and will be a "Foreign" LLC in Michigan.

The California LLC needs to register with the Michigan Secretary of State as a Michigan Foreign LLC.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign company to be a company that is registered outside of the United States.

You want to do business in the state of Michigan but are registered as a LLC in another state.  In order to legally conduct business in the state of Michigan you must register with the Michigan Secretary of State as a Foreign LLC.  The process of registering as a Foreign LLC in Michigan is called Michigan LLC Foreign Qualification.

The process of Michigan LLC Foreign Qualification is similar to the process of forming a Domestic LLC in Michigan.  Your original home LLC formation documents (frequently called Articles of Organization) and By Laws apply to your Michigan Foreign LLC.  The Officers and Directors of your home LLC will have the same roles in the Michigan Foreign LLC.  Specific requirements to qualify as a Foreign LLC in Michigan are explained below. 

Once you have made the decision to Qualify as a Foreign LLC in Michigan, a Michigan lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services.

The short answer is no.  The state of Michigan does not legally require a lawyer to form a Michigan Foreign LLC.

Our detailed Foreign Qualification page may help you understand some of the implications of forming a Michigan Foreign LLC.  However, if there is anything about forming a Foreign LLC in Michigan that you're not sure about you should seek the advice of a competent Michigan lawyer, a Michigan accountant, or both before you form a Foreign LLC in Michigan.

Once you have made the decision to form a Foreign LLC in Michigan, a Michigan lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services and save money that you can use in your new Michigan Foreign LLC.

You are not legally required to reserve a Company Name for a new Michigan LLC Corporation before you submit your application to Form a Foreign LLC in Michigan.

The LLC name that you have registered in your home state may or may not be available in Michigan.  In that case you need a different name your Michigan Foreign LLC.  Whether or not you need to reserve a company name for your new Michigan Foreign LLC depends entirely on your business situation.  The Michigan Secretary of State uses LLC names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Michigan Foreign LLC Name.

If the Name you have chosen for your new Michigan Foreign LLC is already in use by a currently active Michigan Corporation or LLC then you will have to register a DBA Name with the Michigan Secretary of State.  "DBA" is an abbreviation for "Doing Business As."

In Michigan a DBA Name is called a Assumed Name.

We verify that the Name you have chose for your new Michigan Foreign LLC is available before we submit your Foreign LLC filing to the Michigan Secretary of State.  If necessary we can register a Assumed Name in Michigan for you so that you can open your new Michigan business as quickly as possible.

1. Prove that you are registered in a state other than Michigan as a Domestic LLC
2. Choose a name for your Michigan Foreign LLC
3. File Registration Documents with the Michigan Secretary of State
4. Determine how you want your Michigan Foreign LLC to be taxed

1. Prove that you are registered in a state other than Michigan as a Domestic LLC
   
   In order to register as a Foreign LLC in the state of Michigan, you must first prove that you are registered in another state as a Domestic LLC.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic LLC.  Cost of a Good Standing Certificate for your Domestic LLC varies from state to state.
   
   
   If you already have a Good Standing Certificate from your home state, please note that it must be dated no older than 30 days from the date of your application for Michigan LLC Foreign Qualification.
   
   
   If the date on your Good Standing Certificate is older than 30 days then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a Michigan Foreign LLC.
   We can get your LLC Good Standing Certificate from any state - in most states within 2-3 hours.
2. Choose a name for your Michigan Foreign LLC
   
   You can use the same name in Michigan that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.  Your Michigan Foreign LLC name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.
   
   In any case, the Michigan Foreign LLC name that you choose must be distinguishable from the name of any other registered Michigan LLC or other business entity and the name must also be different from any reserved names on record with the state of Michigan.  Your Michigan Foreign LLC name must not imply that it was formed for a purpose other than that stated in the Articles of Organization for your Domestic LLC and your Michigan Foreign LLC name must not be a name that is likely to mislead the public.
   
   The name of a Michigan Foreign LLC must include the word "Limited Liability Company" or or the abbreviation "LLC" or "L.L.C.".
   
   It's important to choose a good name for your Michigan Foreign LLC because if you want to change it after you qualify you will have to file amended documents with the Michigan Secretary of State (and pay a fee).
   We will check to make sure that your requested Michigan Foreign LLC name is available and conforms to all state of Michigan Limited Liability Company naming regulations.
3. File Registration Documents with the Michigan Secretary of State
   
   In order to Qualify as a Foreign LLC in Michigan you must file Registration Documents with the Michigan Secretary of State.  In Michigan the registration documents are named "Application for Certificate of Authority to Transact Business in Michigan".
   
   The registration documents must include certain specific information about your Michigan business.  If the LLC Registration Documents do not conform exactly to state of Michigan Foreign LLC requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Michigan Foreign LLC has been approved, you may amend the registration documents for your Michigan Foreign LLC but you will have to pay a fee to the state of Michigan in order to make the changes official.
   
   
4. Determine how you want your Michigan Foreign LLC to be taxed
   
   The Michigan Corporate Income Tax Rate is 4.95%.  You may choose that your Michigan Foreign LLC is to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Corporations. 
   
   You may choose to have your Michigan Foreign LLC taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Michigan Corporate Income Tax.
   
   If you form a Single Member Michigan Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Michigan Foreign LLC will be taxed as a Sole Proprietorship.  If you form a Multiple Member Michigan Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Michigan Foreign LLC will be taxed as a Partnership.
   
   Click here for more Michigan Corporate Tax Information .
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Michigan Foreign LLC and include it with your final Foreign LLC documents.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
2. File the required reports for your Michigan Foreign LLC
3. Keep proper records of your Michigan Foreign LLC on file
4. Pay your taxes to the state of Michigan

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   
   Note that forming a Michigan Foreign LLC doesn't take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Michigan Foreign LLC merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your Michigan Foreign LLC within Michigan you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Michigan Foreign LLC vary depending on your business activities and the specific locations within the state of Michigan in which you want to conduct business.
   
   If your Michigan Foreign LLC will be selling products in Michigan you may be required to obtain a Reseller's Permit from the appropriate Michigan state agency.  If your Michigan Foreign LLC will be selling products in Michigan you will also be responsible for all applicable local and state of Michigan sales taxes if there are any.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your Michigan Foreign LLC
   
   The Michigan Annual Report includes basic information about your Michigan Foreign LLC including information on your business location as well as the names of the Officers and Directors.
   
   Failure to submit a properly completed Michigan Annual Report to the Michigan Secretary of State on or before the due date may subject the Michigan Foreign LLC to being administratively dissolved in the state of Michigan or having its authority to transact business in the state of Michigan revoked by the Michigan Secretary of State.
   
   Penalties may accrue if you fail to file any Michigan Foreign LLC Annual Report to the Michigan Secretary of State by the due date.
   
   
3. Keep proper records of your Michigan Foreign LLC on file
   
   Keep the following records on file and available at the principal business office of your Michigan Foreign LLC:
   • Names and addresses of all Members and Managers of the Michigan Foreign LLC
   • Foreign LLC formation documents and any Amendments to them
   • Michigan Foreign LLC Operating Agreement and any Amendments to them
   • Copies of any LLC Resolutions which have been adopted by the Michigan Foreign LLC
   • Copies of all tax returns and Annual Reports for the Michigan Foreign LLC for the last 3 years
   
   
4. Pay your taxes to the state of Michigan
   
   Foreign LLCs that either do business in the state of Michigan or that derive income from sources within the state of Michigan are subject to Michigan and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Michigan, you must allocate the amount of income derived from the state of Michigan in order to determine your Michigan state taxes.

In order to Form a Foreign LLC in Michigan you'll need the following information about your LLC:

• The name of your new Michigan Foreign LLC along with your second choice of a name in case the name that you want is not available
• Physical address of the Foreign LLC office in Michigan (not a PO Box)
• A description of the nature of the business you are planning to operate with the Michigan Foreign LLC
• A good standing certificate from your home state no older that 30 days
• When the Michigan Foreign LLC will start and when it will cease to exist (normally the Foreign LLC starts on the date the application is filed and will exist perpetually)

Remember - ALL the information that you provide when you Form a Foreign LLC in Michigan becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign LLC in Michigan.

Processing times for new Michigan Foreign LLC applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new Michigan Foreign LLC applications takes the state around 5-7 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new Michigan Foreign LLC.

The Michigan Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the Michigan Secretary of State.

In our experience 5-7 business days is the time it usually takes the Michigan Secretary of State to process a new Michigan Foreign LLC application. We get your Michigan Foreign LLC application to the MI Secretary of State ASAP. Once it is at the state we have no control over the new Michigan Foreign LLC application process.

The state of Michigan charges $66.00 to Form a Foreign LLC in MI.  Also add the cost of a good standing certificate from your home state.   If you choose All Business Documents to help you Form your Foreign LLC in Michigan our processing fees are $145.00.  This includes:

• Same day processing in of your new Michigan Foreign LLC order
• MI Name Check and Reservation
• Prepare Application for Certificate of Authority to Transact Business in Michigan
• File Formation Documents with the Michigan Secretary of State
• Certified Copies of Formation Documents
• Michigan Foreign LLC Checklist
• Priority Mail Delivery
• Unlimited Customer Support