If you are a Michigan business “startup”, one of the key things you need to do when setting up your business is to create the initial set of organizational documents. The following is an overview of the required documentation for most Michigan-based businesses.

One note of caution: Although you can find these organizational or incorporation documents online, they need to meet the ever-changing requirements under Michigan law, and be customized to meet the specific needs of your business! Additionally, online services don’t come with the on-going support or advice that is so critically needed once you get off the ground. MAKE SURE YOU HAVE ON-GOING SUPPORT SINCE CHANGE IS INEVITABLE!!

Sole Proprietorship (DBA):

• Certificate of “Doing Business As” filed with the registered clerk in the county they reside.
• SS-4 application for Employer ID. This is not required but suggested for personal security purposes.

Limited Liability Company:

• Articles of Organization filed with State of Michigan
• SS-4 application for Employer ID. To be filed with the IRS.
• Operating Agreement. This is the “company’s bible”. It establishes how the business will be managed, the rights and duties of the members and how taxation, liability and succession planning will be handled. It’s the most important document and needs to be customized to meet the needs of the business and its principles.
• Contribution Agreement. These agreements define the percentages of membership interest or “equity” purchased by the members, their rights, privileges and indicates the value or consideration invested by the member into the company.

C and S Corporation:

• Articles of Incorporation filed with the State of Michigan
• SS-4 application for Employer ID. Required for all corporations. To be filed with the IRS
• Board of Director Resolutions. Identifies elected Board Members and Officers and sets out initial actions and direction of the corporation.
• By-Laws. The corporation’s “bible” establishing how the corporation will be managed, the rights and duties of the shareholders, Board Members and the Officers.
• Shareholder Subscription Agreement. This agreement defines the number of shares or equity purchased by each shareholder along with their rights, duties and privileges and indicates the value or consideration invested by the member into the company
• Shareholder or “Buy-Sell” Agreement. This agreement is required if there is more than one shareholder and lays out terms and conditions for the ownership and transferability of the corporation’s stock as well as the succession plan for life’s foreseeable events.
• IRS Form 2553: This form is for electing the tax treatment for the small business corporation. (S Corporation only)

If you need assistance in determining which structure is the best for your business or putting together the required documentation, please contact us at john@witzkeberry.com or call 248-481-4000.