A Michigan Certificate of Dissolution is a document that is filed with the Michigan Department of Treasury to officially dissolve a Michigan corporation. There are two types of Michigan Certificates of Dissolution: Voluntary and Involuntary. A Voluntary Certificate of Dissolution is used when the corporation voluntarily wishes to dissolve. An Involuntary Certificate of Dissolution is used when the corporation has failed to comply with state requirements and is no longer qualified to do business in the state. The Certificate of Dissolution must include the name of the corporation, the date the Certificate was filed with the state, the signatures of all directors and officers, and a statement that the corporation has satisfied all obligations with the Michigan Department of Treasury.
Michigan Certificate of Dissolution
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To dissolve your LLC in Michigan, submit a completed Michigan Certificate of Dissolution form to the Department Licensing and Regulatory Affairs (LARA) by mail or in person. The form cannot be filed online. Use of LARA forms is optional.
The dissolution must be approved by the majority of shareholders. If the vote does not pass, your business does not secure the shareholder vote and cannot be dissolved. However, if enough shareholders vote to dissolve the business you may move forward with your plans.
Michigan corporations that have commenced business: To dissolve your Michigan corporation that has commenced business, file Form 531, Certificate of Dissolution with the Michigan Department of Licensing and Regulatory Affairs (LARA).
450.1801 Methods of dissolution. 801. (1) A corporation may be dissolved in any of the following ways: (a) Automatically by expiration of a period of duration to which the corporation is limited by its articles of incorporation. (b) By action of the incorporators or directors under section 803.
7 Steps to Dissolve Your Business in Michigan Review Written Agreements.Consult a Partnership Attorney.Discuss Dissolution with Your Partners.Negotiate a Separation Agreement.Address Unresolved Matters in Court.Wind Up the Partnership.Notify Everyone.
There is a $10 filing fee for dissolving an LLC in Michigan. After the Articles of Dissolution are filed, the Department of Licensing and Regulatory Affairs, Corporations Division will send you a Certificate of Dissolution, which confirms that your LLC has been dissolved.
In situations where a member agrees to voluntarily withdraw, all that may be required is the submission of a letter by the withdrawing member. In other cases, where a withdrawal is not voluntary, an operating agreement may include a voting procedure allowing the other members to vote for the removal of the member.