Short answer
A Michigan LLC that is active but not in good standing exists but has missed annual statements. Under MCL 450.4207a, the status starts 60 days after the state’s notice about two missed years. The LLC can keep doing business. It restores by filing every missing statement with a $50 certificate.
Key takeaways
- Michigan Compiled Laws (MCL) 450.4207a says an LLC that misses its annual statement for 2 consecutive years gets a notice from the state. If it does not file within 60 days after that notice, it is not in good standing.
- The same section says an LLC that is not in good standing “remains in existence and may continue to transact business in this state.”
- While the status lasts, Section 450.4207a(3) blocks a certificate of good standing, frees the LLC’s name for others, and stops LARA from accepting any filing except a certificate of restoration.
- We read all eight sections of Article 8 of the Michigan LLC Act, the article on dissolution. None of them uses the word “annual.” Michigan corporations are different. MCL 450.1922 dissolves a corporation automatically 60 days after 2 years of unfiled reports or unpaid fees.
- LARA lists the restoration fee as $50 and each missed LLC annual statement as $25. MCL 450.5101 lowers the annual statement fee to $15 for statements paid after September 30, 2027.
- Section 450.4207a does not say where LARA sends its notice. The annual statement carries the resident agent and registered office, and LARA says a resident agent email gets reminders.
What “not in good standing” means for a Michigan LLC
In Michigan, “not in good standing” is a status set by the Michigan Limited Liability Company Act. It applies when an LLC has missed two consecutive years of annual statements and has not caught up within 60 days after the state’s notice. The status is not a dissolution, and the LLC still exists and may keep doing business.
The rule is MCL 450.4207a, added in 2002. Subsection (3) says: “A limited liability company that is not in good standing remains in existence and may continue to transact business in this state.” That sentence explains why a Michigan LLC can be described as active and not in good standing at the same time.
LARA, the Department of Licensing and Regulatory Affairs, keeps Michigan’s business records through its Corporations Division. LARA’s FAQ names the status. It refers to an LLC that “is not in good standing, which would be indicated by the AR Standing status of Not Good.”
What we could and could not check on the search screen
On October 17, 2026, the MiBusiness Registry search page did not load search results for us. It showed a security check page instead. So we did not confirm the exact status wording the search results show, and we did not count the fields on that screen. This guide relies on the statute and LARA’s published pages for the meaning of the status.
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How a Michigan LLC loses good standing: the two-year path in Section 450.4207a
Section 450.4207a has four subsections. Subsection (1) covers the certificate of good standing. Subsections (2) and (3) describe how an LLC loses good standing. Subsection (4) describes how it gets good standing back.
The starting point is the annual statement in MCL 450.4207(3). The statute says it must be filed “not later than February 15 of each year”. An LLC formed after September 30 does not file on the next February 15.
Missing one statement does not change the status by itself. Subsection (2) says that if an LLC fails to file “for 2 consecutive years, the administrator shall notify the company”. Subsection (3) then gives the LLC 60 days after that notice is sent to file all missed statements and fees. If it does not, “the limited liability company is not in good standing.”
| Step | What the law or LARA says | Source |
|---|---|---|
| Each year by February 15 | The LLC files an annual statement that lists its resident agent and registered office | MCL 450.4207(3) |
| 2 consecutive years missed | The administrator notifies the company of the consequences | MCL 450.4207a(2) |
| 60 days after the notice is sent | If the missed statements and fees are still unfiled, the LLC is not in good standing | MCL 450.4207a(3) |
| Any time after that | The LLC can file a certificate of restoration of good standing | MCL 450.4207a(4) |
From MCL 450.4207 and 450.4207a, read on October 17, 2026. LARA’s annual statement page describes the same timing as “a two-year grace period.”
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What the “Not Good” status blocks and what it does not
Section 450.4207a(3) lists three effects in one sentence. The LLC “is not entitled to issuance by the administrator of a certificate of good standing”. Its name “is available for use by another entity filing with the administrator”. And LARA “shall not accept for filing any document submitted by the limited liability company other than a certificate of restoration of good standing”.
The third effect matters in practice. An LLC that is not in good standing cannot file a change of resident agent or registered office on its own. LARA’s FAQ adds that such an LLC “must restore to good standing before it can file a Certificate of Dissolution.” So an owner who wants to close the LLC restores it first.
A bank, lender or new partner may ask for a certificate of good standing. Our guide to the certificate of good standing explains what that document proves. In Michigan, Section 450.4207a(1) says the certificate states that the LLC “has satisfied its annual filing obligations.”
| Question | Michigan LLC not in good standing | Source |
|---|---|---|
| Does the LLC still exist? | Yes. It “remains in existence” | MCL 450.4207a(3) |
| Can it keep doing business in Michigan? | Yes. It “may continue to transact business in this state” | MCL 450.4207a(3) |
| Can it get a certificate of good standing? | No | MCL 450.4207a(3) |
| Is its name protected? | No. The name is available to another entity | MCL 450.4207a(3) |
| Can it file other documents, such as a change of agent? | No. Only a certificate of restoration is accepted | MCL 450.4207a(3) |
| Can it file a certificate of dissolution? | Not until it restores good standing | LARA Corporations Division FAQ |
From MCL 450.4207a and the LARA Corporations Division FAQ, read on October 17, 2026.
Will a Michigan LLC be dissolved for missed annual statements?
We read all eight sections of Article 8, the dissolution article, MCL 450.4801 to 450.4808. None of them uses the word “annual.” Section 450.4801 lists five events that dissolve an LLC. They are a time set in the articles, an event or vote set in the articles or operating agreement, a unanimous member vote, a court decree, and an organizers’ vote before the LLC starts business.
Michigan corporations follow a different rule. MCL 450.1922(1) says a domestic corporation that does not file its annual report or pay its annual filing fee for 2 years “is automatically dissolved 60 days after the expiration of the 2-year period.” LARA’s annual statement page covers both kinds of entity in one sentence. It says failing to file “will result in the dissolution, revocation or not good standing status of your business”. For an LLC, the statute points to the last of those three. The LLC “is not in good standing.”
Other states handle the same missed filing in other ways. Florida dissolves an LLC that misses its annual report on the fourth Friday in September each year, as our guide to a Florida LLC that is administratively dissolved explains. Our state-by-state guide to an LLC that is not in good standing compares more states.
How to restore a Michigan LLC to good standing and what it costs
Section 450.4207a(4) says the LLC files a certificate of restoration of good standing. It must be “accompanied by the annual statements and fees for all of the years for which they were not filed and paid”. The certificate also states the LLC’s name, its current resident agent, and its current registered office.
If another business has taken the name in the meantime, subsection (4)(a) requires the LLC to pick a new name. That new name becomes the LLC’s name from the date the certificate is filed.
- 1Look up the LLC in LARA’s Business Entity Search. LARA says you can view the filed documents there to see which statements are missing and estimate the fees.
- 2Sign in to the MiBusiness Registry Portal with a MiLogin for Business account. Search for the LLC and select Request Access. LARA says you answer two questions to get access.
- 3Find the LLC in the My Records tab. Choose File Subsequent Document, then form CSCL/CD-770/771, Certificate of Restoration of Good Standing. LARA says not to select CSCL/CD-521, Resignation of Resident Agent.
- 4Check the resident agent and registered office on the certificate. Section 450.4207a(4)(b) requires the current ones.
- 5Acknowledge each missing year. LARA says the total fee is collected once and the missed annual statements are generated when the Corporations Division files the certificate.
| Fee item | LLC | PLLC (professional LLC) |
|---|---|---|
| Certificate of Restoration of Good Standing | $50 | $50 |
| Each missed prior-year filing | $25 per annual statement | $125 per annual report and statement |
| Current year filing | $25 statement, required if restoring on or after February 15 | $75 if received on or before February 15, $125 after |
From LARA’s Restore my LLC page and Corporations Division FAQ, read on October 17, 2026. MCL 450.5101(1)(g) sets the LLC annual statement fee at $25 through September 30, 2027 and $15 after that date.
Here is an example using LARA’s fee list. An LLC restoring in October 2026 that never filed its 2025 and 2026 statements would pay $50 for the certificate. It would also pay $25 for each of those two statements. The total is $100. LARA says review “can take up to 10 business days for non-expedited submissions.”
What the law says about LARA’s notice and the addresses on a Michigan LLC record
Section 450.4207a(2) says the administrator “shall notify the company”. We read all four subsections of Section 450.4207a. None of them names an address or a method for that notice. The corporation rule is more specific. Section 450.1922(3) lets LARA send a corporation’s dissolution notice electronically “to the resident agent of the corporation”. The LLC section has no matching sentence.
The LLC Act does name the two items the annual statement carries. Section 450.4207(3) says it contains “the name of its resident agent and the address of its registered office in this state.” Section 450.4207(2) makes the resident agent the LLC’s agent for “any process, notice, or demand required or permitted by law to be served upon the company.”
LARA also uses email. Its annual statement page says that if you give a resident agent email address, “you will receive reminders to pay for your report”. The same page says: “Email reminders are sent 90 days prior to the annual due date to the email registered with the business entity.” Keep the email on your record current so LARA’s reminders reach you.
| Item on the record | What the statute or LARA says | Why it matters for good standing |
|---|---|---|
| Resident agent | Agent for “any process, notice, or demand” served on the LLC (MCL 450.4207(2)). LARA says the agent address must be in Michigan | Legal papers reach the LLC through this person or company |
| Registered office | LARA: “the physical location of the resident agent.” It “may, but need not be, the same as” the place of business (MCL 450.4207(1)(a)) | Listed on every annual statement and on the restoration certificate |
| Resident agent email | LARA says reminders to pay for the annual filing go to this email | Section 450.4207a does not say where its notice goes |
From MCL 450.4207 and 450.4207a, the LARA Corporations Division FAQ and LARA’s annual statement page, read on October 17, 2026.
The registered office is the address Michigan law requires for the resident agent, and LARA says the resident agent address must be in Michigan. The address you give banks, customers or the IRS for everyday mail follows each of those parties’ own rules, not Section 450.4207. save office does not offer resident agent service, and the addresses on the pages below are in California. Our free address checker shows how USPS classifies an address before you use it anywhere. Our Silicon Valley and Los Angeles pages describe the business addresses save office offers.
Not legal advice
This guide summarizes the Michigan statutes and LARA pages cited, as read on October 17, 2026. Call the Corporations Division about your LLC’s record. Ask a Michigan attorney about contracts, lawsuits, or a name that another business has taken.
Frequently Asked Questions
Sources & References
Primary sources this guide is based on.
- 1Michigan Legislature · MCL 450.4207a, Certificate of good standing (accessed October 17, 2026)
- 2Michigan Legislature · MCL 450.4207, Registered office, resident agent and annual statement (accessed October 17, 2026)
- 3Michigan Legislature · MCL 450.4801, Dissolution of a limited liability company (accessed October 17, 2026)
- 4Michigan Legislature · MCL 450.5101, Limited liability company filing fees (accessed October 17, 2026)
- 5Michigan Legislature · MCL 450.1922, Automatic dissolution of a corporation for unfiled reports (accessed October 17, 2026)
- 6Michigan Department of Licensing and Regulatory Affairs, Corporations Division · Restore my LLC (accessed October 17, 2026)
- 7Michigan Department of Licensing and Regulatory Affairs, Corporations Division · Corporations Division Frequently Asked Questions (accessed October 17, 2026)
- 8Michigan Department of Licensing and Regulatory Affairs, Corporations Division · Annual Reports and Annual Statements (accessed October 17, 2026)
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