Nonprofits, partnerships and assumed names in Michigan

It files a certificate of assumed name with the state, stating its true name and the assumed name. The certificate lasts through December 31 of the fifth full calendar year after the year of filing and can be renewed. The statutory filing fee is $25 for an LLC and $10 for a corporation.

For an LLC, MCL 450.4206 allows it to transact business under an assumed name by filing a certificate that states its true name and the assumed name, if the name is not barred by the LLC naming rule. For a corporation, MCL 450.1217 is similar. In both cases the certificate is effective through December 31 of the fifth full calendar year after the year of filing, and it can be extended by filing a similar certificate not earlier than 90 days before expiration. The administrator is required to notify the company of the pending expiration at least 90 days ahead. The fee statutes list $25 for an LLC certificate and $10 for a corporation (MCL 450.5101(1)(f); MCL 450.2060(1)(j)). Filing creates no substantive rights to the name, so it is not a substitute for checking for conflicts or protecting a brand. Sole proprietors and partnerships file with the county clerk instead (MCL 445.1), which is covered separately.

Authority: MCL 450.4206; MCL 450.1217; MCL 450.5101(1)(f); MCL 450.2060(1)(j); MCL 445.1. Reviewed Oct. 2026.

You file articles of incorporation with LARA under the Nonprofit Corporation Act. The articles must state the name, the specific purposes, the share information if it is formed on a stock basis (or, if nonstock, its assets, financing plan, and whether it is on a membership or directorship basis), the registered office and resident agent, and the incorporators. The statutory filing fee is $10, and it can be waived if veterans make up the required majority.

MCL 450.2202 lists the required contents: the name; the purposes, which must be stated specifically rather than as any lawful activity; the number of shares if it is a stock corporation; for a nonstock corporation, a description and statement of the value of its assets and its financing plan and a statement that it is formed on a membership basis or a directorship basis; the registered office and resident agent; the incorporators; and the duration if not perpetual. The fee statute lists $10 for articles of a domestic nonprofit corporation (MCL 450.3060(1)(a)), and the administrator must waive the fee if a majority of the initial members, directors, or shareholders are veterans who meet the statute's discharge standard, with an affidavit and supporting documents (MCL 450.3060(5)-(6)). Forming the corporation under Michigan law is separate from getting federal tax exemption.

Authority: MCL 450.2202; MCL 450.3060. Reviewed Oct. 2026.

No. Incorporating under the Michigan Nonprofit Corporation Act is a state law step. Federal income tax exemption under section 501(c)(3) is separate. To qualify, an organization must be organized and operated exclusively for exempt purposes such as charitable or educational purposes, with no part of its net earnings benefiting a private shareholder or individual.

The statute, 26 USC 501(c)(3), covers corporations and community chests, funds, or foundations organized and operated exclusively for religious, charitable, scientific, public safety testing, literary, or educational purposes, certain amateur sports and prevention of cruelty to children or animals, if no part of the net earnings inures to a private shareholder or individual, no substantial part of the activities is carrying on propaganda or attempting to influence legislation (except as allowed in subsection (h)), and the organization does not participate or intervene in a political campaign for or against a candidate. Michigan's articles requirement for specific purposes (MCL 450.2202) is not the same as IRS approval. Because a 501(c)(3) must be organized and operated exclusively for exempt purposes, the articles should be drafted with the federal requirements in mind. Other tax exemptions, such as state or local ones, have their own rules. Talk to a CPA or tax lawyer about the IRS application and ongoing reporting.

Authority: 26 USC 501(c)(3); MCL 450.2202. Reviewed Oct. 2026.

A director or officer of a Michigan nonprofit must act in good faith, with the care an ordinarily prudent person in a like position would use, and in a manner the director or officer reasonably believes most benefits the corporation. The statute lets them rely on reports from qualified people, and the articles can limit a director's monetary liability in some respects.

MCL 450.2541(1) states the same three-part standard that applies to business corporations. Under subsection (2), a director or officer may rely on information, opinions, reports, or statements, including financial data, prepared or presented by directors, officers, or employees they reasonably believe to be reliable and competent, by lawyers, accountants, engineers, or others on matters within their competence, or by a board committee they reasonably believe merits confidence. Reliance is not allowed when the person knows something that makes it unwarranted. If the articles contain an authorized provision, a director is personally liable for monetary damages for breach of fiduciary duty only to the extent set out in that provision, and a claim by someone other than the corporation, its shareholders, or its members against a volunteer director can be limited if the articles contain the authorized provision. Volunteer status does not by itself change the standard of conduct in MCL 450.2541(1). Start with the articles and bylaws.

Authority: MCL 450.2541. Reviewed Oct. 2026.

Generally yes. Under MCL 400.273, a charitable organization that solicits or receives contributions must register with the Attorney General before soliciting, unless it is exempt under the statute. The registration statement includes the organization's name, addresses, officers, purpose, solicitation methods, and certain contracts and financial statements.

The Charitable Organizations and Solicitations Act requires registration "before a solicitation" unless the organization is exempt from registration and reporting under section 13 (MCL 400.283 lists the exemptions). The registration statement, in the form the Attorney General prescribes, must include the organization's name and any solicitation names, principal address and Michigan offices, the names and addresses of its officers, directors, trustees, chief executive, and state agent, where and when it was legally established and its tax-exempt status, its purposes, its fiscal year, whether it has ever been enjoined from soliciting, solicitation methods, and copies of contracts with professional fund raisers. Larger organizations must also include financial statements prepared under generally accepted accounting principles and audited or reviewed by an independent CPA. The statute sets the audit tier at $500,000 in prior-year contributions and a review-or-audit tier at $250,000, both raised under MCL 400.273(3), so confirm the current dollar thresholds with the Attorney General. The registration also includes the organization's IRS Form 990-series return for the preceding year (MCL 400.273(2)(k)). Whether an exemption applies depends on the type of organization and its activities. Confirm the current forms and fees with the Attorney General's charitable trust section before soliciting.

Authority: MCL 400.273; MCL 400.283. Reviewed Oct. 2026.

Yes. Michigan's Uniform Partnership Act defines a partnership as an association of two or more persons to carry on as co-owners a business for profit. The definition does not depend on a state filing. Two or more people who file an assumed name certificate together create prima facie evidence of a partnership contract.

MCL 449.6(1) provides that a partnership is an association of 2 or more persons, which may consist of husband and wife, to carry on as co-owners a business for profit. Because the test is about how people actually operate, a partnership can exist even when the owners never used the word and never signed a partnership agreement. Another statute says that if two or more persons file a certificate to carry on business under an assumed name, the certificate is prima facie evidence of a contract of partnership (MCL 445.3(2)). Whether a relationship is a partnership, a joint venture, an employment arrangement, or a lender-borrower relationship depends on the facts, including intent to be co-owners and how profits and control are shared. People who sometimes call themselves partners may not be legal partners. The documents, the flow of money, and how the business was presented to the public are the evidence to gather.

Authority: MCL 449.6; MCL 445.3(2). Reviewed Oct. 2026.

Generally yes. Under MCL 449.15, except as section 46 provides, partners are jointly and severally liable for matters chargeable to the partnership under sections 13 and 14, which cover wrongful acts and misapplied money or property, and jointly liable for the partnership's other debts and obligations. A partner may also separately agree to perform a partnership contract.

Sections 13 and 14 of the Act make the partnership liable for a partner's wrongful act or omission in the ordinary course of the business or with the copartners' authority, and bound to make good losses when a partner misapplies money or property of a third person (MCL 449.13; MCL 449.14). Section 15 then provides that, except as section 46 provides, all partners are liable jointly and severally for everything chargeable to the partnership under those sections and jointly for all other debts and obligations. Joint and several liability means a plaintiff may pursue any partner for the whole amount of such a claim. Section 46 is the exception that matters: for debts incurred while a partnership is a registered limited liability partnership, a partner is not personally liable solely by reason of being a partner, though the partner stays liable for the partner's own negligence, wrongful acts, or misconduct (MCL 449.46(1)-(2)). Limited partnerships are mainly governed by the Michigan Revised Uniform Limited Partnership Act, and the Uniform Partnership Act also applies to them where it is not inconsistent (MCL 449.6(2)). Because the partnership is liable for a partner's wrongful act in the ordinary course of the business or with the copartners' authority (MCL 449.13), a partner can be exposed through a copartner's conduct they never saw.

Authority: MCL 449.15; MCL 449.13; MCL 449.14; MCL 449.46; MCL 449.6(2). Reviewed Oct. 2026.

Subject to any agreement among the partners, MCL 449.18 says partners share profits equally, have equal management rights, and are not entitled to a salary. Ordinary business disputes are decided by a majority, but no new partner can be admitted without all partners' consent, and acting against an agreement requires everyone's consent.

Under MCL 449.18, each partner is repaid contributions and shares equally in profits and surplus after liabilities are satisfied, and contributes to losses according to the partner's share of profits, subject to section 46. The partnership indemnifies each partner for payments and liabilities reasonably incurred in the ordinary and proper conduct of the business. All partners have equal rights in management. A partner is not entitled to remuneration for working in the business, except a surviving partner for reasonable compensation winding up. No person can become a partner without the consent of all partners. A majority of partners can decide ordinary matters, but an act contrary to any agreement between the partners may not be done rightfully without everyone's consent. These are defaults only, and they yield to a written or oral agreement. Equal splits can feel unfair when partners contributed unequal money or time. Before assuming the defaults apply, check for any written or oral agreement and how the partners actually dealt with each other.

Authority: MCL 449.18. Reviewed Oct. 2026.

If you do business under a name other than your real name, yes. Michigan's assumed name statute requires a certificate filed with the county clerk for each county where you operate, stating the business name and your real name and address. It must be filed before you start. Corporations and limited partnerships are outside this statute.

MCL 445.1(1) says a person shall not carry on or transact business in Michigan under an assumed name, or a name other than the real name of the person owning the business, unless the person files in duplicate with the clerk of the county or counties where the person does business or has an office a certificate, on the clerk's form, setting out the business name and the owner's true full name and address. For this statute, a person includes individuals, partnerships, trusts, fiduciaries, and other entities capable of contracting, except corporations and limited partnerships (MCL 445.1(4)). The certificate must be filed before commencing business (MCL 445.2), and a clerk may reject a name that is likely to mislead the public or is already filed or nearly the same as one filed in that county. Selling goods by sample, through a traveling salesperson, or by mailed orders does not by itself count as conducting business (MCL 445.1(2)). The statute sets a $6 filing fee, and a charter county with a population over 2,000,000 may set a different fee by ordinance (MCL 445.1(1), (5)), so ask the clerk for the current fee.

Authority: MCL 445.1(1), (4), (5); MCL 445.2. Reviewed Oct. 2026.

It is a misdemeanor punishable by a fine of $25 to $100 or up to 30 days in jail, or both, and each day is a separate offense. Your contracts are not voided. But until you comply, you are barred from suing in Michigan courts on contracts or other matters done under the assumed name.

MCL 445.5 provides those penalties for failing to comply with the Assumed Name Act. The statute also says the penalty does not avoid contracts, so the person on the other side is not freed of a contract merely because the owner failed to file. But a person who fails to file the required certificate is prohibited from bringing a suit, action, or proceeding in any Michigan court in relation to any contract or other matter made or done under the assumed or fictitious name until full compliance with the act. The second part is the practical problem. An owner who needs to collect an unpaid invoice may find the case blocked until the certificate is filed, which delays collection. The remedy is simple: file the certificate with the county clerk.

Authority: MCL 445.5. Reviewed Oct. 2026.

No. For LLCs and corporations, the statutes say filing a certificate of assumed name does not create substantive rights to use a particular name. An LLC name that meets the state's rules also creates no substantive right to the name. County clerks can reject certain names, but that is a filing rule, not a trademark.

MCL 450.4206(4) says a certificate of assumed name filed by an LLC does not create substantive rights to the use of a particular assumed name, and MCL 450.1217(1) says the same for a corporation. MCL 450.4204(5) adds that the fact that an LLC name complies with the naming section does not create substantive rights to the name. For a sole proprietor or partnership, the county clerk may reject an assumed name that is likely to mislead the public or is already filed in that county or so nearly similar that it could cause confusion (MCL 445.2), but the clerk's acceptance does not mean the name is yours against everyone. Trademark rights are a separate area from assumed name filings. Search for similar names and marks before you spend money on signs, a website, or advertising.

Authority: MCL 450.4206; MCL 450.1217; MCL 450.4204(5); MCL 445.2. Reviewed Oct. 2026.