Michigan LLC Operating Agreement
The Michigan LLC Operating Agreement is the core document that is referred to when issues
concerning a Michigan limited liability company (“LLC”) need to be resolved.
The LLC
Operating Agreement is the most important document for your Michigan LLC.
In the case of a single member LLC, without the formality
of an LLC Operating Agreement, the LLC can closely resemble
a sole proprietorship, which does not limit your personal
liability for business debts of the LLC.
With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with
respect to the affairs and management of the LLC and governs
the relationship amongst the members of the LLC. By having
an LLC Operating Agreement, the members will be provided
with a clear set of rules that all members have agreed upon
greatly reducing the likelihood of disagreement between
them in the future. A LLC Operating Agreement will also
greatly reduce financial and management misunderstandings,
and make sure your business is governed by your own rules
-- not default rules created by the state of Michigan.
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will have one or more members, will be managed by its members
or by elected managers, or will be granting one or more
members an interest in the LLC for the performance of services,
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agreement tailored to the needs of your business.
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Michigan LLC.
The LLC operating
agreement does not have to be filed with any state agency.
All states, including the state of Michigan will enforce
valid operating agreements entered into among LLC members.
The operating agreement will only be enforced against the
persons who are parties to the agreement. Therefore, it
is extremely important that all members of an LLC sign the
operating agreement.
Your Michigan
Limited Liability Company
LLC Filing Office
Michigan
Department of Consumer and Industry Services
Corporation & Securities and Land Development Bureau
Corporation Division
P.O Box 30054
Lansing, MI 48909-7554
Tel: 517-241-9223
www.michigan.gov/cis
Check Name Availability
Entity or Franchise Level Tax
Michigan imposes its single business tax (SBT)
on partnerships and LLCs taxable as partnerships having
business activity in the state.
A single-member LLC classified as a disregarded entity
for federal income tax purposes is not separately subject
to tax (i.e., only the single member is subject to tax.).
The
SBT is based on the value added to goods and services by
the taxpayer. It is essentially based on the gross receipts
rather than income. The
tax rate is 1.9% of the adjusted tax base.
The first $45,000 of the tax base is exempt.
State LLC Act
The
Michigan LLC Act is contained in Chapter 450 of the Michigan
Complied laws, Act 23 of 1993
Important Statutory Rules
LLC Management
An
LLC is managed by its members unless the Operating Agreement
states that the LLC is to be managed by one or more managers.
Admission of Members
Unless
otherwise provided in the Operating Agreement, new interests
in the LLC must be issues with the written consent of all
LLC members. Admission of a transferee member must be approved
by unanimous written consent of the non-transferring members,
unless otherwise specified in the Operating Agreement.
Amending the Operating Agreement
No
statutory requirements exist for amending the Operating
Agreement. The members may set their own rules for amending
the Operating Agreement.
Dissolution
Only
members may vote to voluntarily dissolve the LLC, unless
otherwise provided in the Operating Agreement.
Transaction Benefiting Manager
A
contract or transaction that personally benefits a manager
can be approved by a majority of disinterested members after
full disclosure is made.
GET A CUSTOMIZED MICHIGAN LLC
OPERATING AGREEMENT IN MINUTES
