How to Reinstate an LLC in Michigan

How reinstatement works in Michigan

Michigan does not administratively dissolve an LLC for missing annual statements. Instead, after two consecutive years without filing and a 60-day notice period, the LLC is classified as not in good standing. It continues to exist and may keep doing business, but it cannot get a certificate of good standing, cannot file other documents with LARA, and its name becomes available to other entities. To fix this, the LLC files a Certificate of Restoration of Good Standing with a $50 fee, together with every missing $25 annual statement; restorations filed on or after February 15 must also include the current year's statement. There is no deadline for restoration. The main risk of waiting is the name: if another business has registered it, the LLC must adopt a new name in the restoration filing.

Steps to reinstate a Michigan LLC

1. File every missing annual statement with its $25 fee
2. File a Certificate of Restoration of Good Standing with the $50 fee
3. State the LLC's name at the time it ceased to be in good standing
4. State the current resident agent and registered office address
5. Adopt a new name complying with MCL 450.4204 if the old name was taken
6. Form to use: Certificate of Restoration of Good Standing (Limited Liability Company).
7. File online through MiBusiness Registry or by mail to LARA's Corporations Division in Lansing.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$50 for the Certificate of Restoration of Good Standing (MCL 450.5101), plus $25 for each annual statement not filed; if the restoration is filed on or after February 15, the current year's statement and $25 are also required. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Effect: MCL 450.4207a contains no relation-back language; because the LLC never stops existing while not in good standing, restoration simply returns it to good standing.
• Your LLC name: Once an LLC is not in good standing, its name is available to other entities. If the name is taken before restoration, the LLC must choose a new name, which becomes its name when the certificate is filed.

The most common cause is a missed Annual Statement. See the Michigan Annual Statement guide for deadlines so it does not happen again.

Reinstatement in Michigan and nearby states

Mistakes that slow down a Michigan reinstatement

• Filing the restoration certificate without every missing $25 statement, which the statute requires as attachments.
• Forgetting the current year's statement when restoring on or after February 15.
• Delaying restoration and losing the LLC's name to another business that registers it in the meantime.