What happens if your Michigan LLC misses its annual statement, and how to restore its good standing
Michigan’s own word for it: “Not in good standing” (the LLC is not dissolved). Time limit to get back: None. Tax clearance: No.
Checked against the Michigan Department of Licensing and Regulatory Affairs, Corporations Division, September 2026.
- What Michigan calls it
- “Not in good standing” (the LLC is not dissolved)
- Tax clearance
- No
- Time limit to get back
- None
How it unfolds in Michigan
- MissedAnnual statement
- Status“Not in good standing” (the LLC is not dissolved)
- The way backCertificate of Restoration of Good Standing (CSCL/CD-770/771)
Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division
What does Michigan call a company that missed its filings?
“Not in good standing” (MCL 450.4207a(3)). A Michigan LLC is NOT dissolved for missing annual statements: the statute says an LLC that is not in good standing “remains in existence and may continue to transact business in this state”. It cannot get a certificate of good standing, its name becomes available to others, and LARA will accept no filing from it other than a certificate of restoration of good standing. (A PLLC has a parallel rule in MCL 450.4909.)
What triggers it in Michigan?
Failure to file the annual statement (due February 15 each year; LLCs formed after September 30 skip the first February 15) for 2 consecutive years, followed by failure to file all missed statements and fees within 60 days after LARA’s notice.
Before it happens
After 2 consecutive years of missed annual statements, LARA must notify the LLC of the consequences; the LLC becomes not in good standing if it does not file all missing statements and fees within 60 days after the notice is sent.
How do you restore a Michigan LLC’s good standing?
Form CSCL/CD-770/771 “Certificate of Restoration of Good Standing”, filed online through the MiBusiness Registry (www.michigan.gov/corpfileonline) with a MiLogin for Business account: request access to the entity, choose “File Subsequent Document”, select CSCL/CD-770/771, and acknowledge each missing year’s annual statement. A restoration filing fee set by the state plus the fees for each missed statement apply. The certificate must give the LLC’s name when it ceased to be in good standing, its current resident agent and registered office, and a statement that the missing annual statements and fees accompany it.
Where to file
LARA Corporations Division (MiBusiness Registry online portal).
Missed filings and fees
Yes. The certificate must be accompanied by the annual statements and fees for every year not filed and paid; LARA adds that if the restoration is received on or after February 15, the current-year statement is also required.
Is there a deadline in Michigan?
No statutory limit stated - the LLC remains in existence and may file a certificate of restoration of good standing at any time.
Do you need tax clearance in Michigan?
No
Not required: MCL 450.4207a(4) and LARA’s restoration instructions list no Department of Treasury clearance for restoring good standing.
What happens to the company name meanwhile?
No protection: once not in good standing, the LLC’s name is available to other entities. If the name is no longer available when restoring, the LLC must select a new name complying with MCL 450.4204.
What changes once it is fixed?
Filing restores good standing. The statute does not describe a relate-back effect; it is not needed because the LLC never stopped existing and could keep transacting business while not in good standing.
What changes for corporations in Michigan?
Material difference. A domestic corporation that fails to file its annual report or pay the annual fee/penalty for 2 years is “automatically dissolved” 60 days after that 2-year period ends; LARA must warn it at least 90 days before the 2-year period expires (MCL 450.1922). It revives by “renewal” of corporate existence: filing all missed reports and paying fees for those years and every intervening year plus the statutory penalties (MCL 450.1925). No deadline for renewal is stated. On renewal, the corporation’s rights are the same as though dissolution had not occurred and contracts made in the interval are valid; LARA may require a new conforming name.
What should you file first?
There is no separate tax clearance step for a Michigan LLC, so the filing comes first, with the missed filings and fees described above.
The filing
Certificate of Restoration of Good Standing (CSCL/CD-770/771)
Where it goes
LARA Corporations Division (MiBusiness Registry online portal).
What does Michigan ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation | Articles of Organization | At formation | N/A |
| LLC / PLLC annual statement | Annual Statement (filed through the MiBusiness Registry portal or on the pre-printed form LARA mails to your resident agent) | February 15 each year after organization or qualification — an LLC formed or qualified after September 30 skips the February 15 immediately following | A penalty fee applies after the February 15 due date; the company is no longer in good standing after two years, and the name then becomes available to other filers |
| Corporation annual report | Annual Report (profit corporations) | May 15 each year after incorporation or qualification (nonprofit corporations file by October 1) | Penalties are imposed if the report is not received by the due date, and continued non-filing costs good standing |
| Change of registered office and/or resident agent | Certificate of Change of Registered Office and/or Change of Resident Agent (Form CSCL/CD-520) | When the agent or registered office changes | N/A |
From the same Michigan record as the Michigan resident agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Michigan deadline in your calendar with the compliance calendar, or see what Michigan requires of your resident agent.
Which Michigan laws govern it?
MCL 450.4207 (annual statement) and MCL 450.4207a (loss of good standing and certificate of restoration of good standing), Michigan Limited Liability Company Act, 1993 PA 23. PLLCs: MCL 450.4909.
Sources, checked September 2026:
- Michigan Legislature (Legislative Service Bureau)— MCL 450.4207, 450.4207a
- Michigan Legislature (Legislative Service Bureau)— MCL 450.4207a(3)
- Michigan Legislature (Legislative Service Bureau)— MCL 450.4207(3), 450.4207a(2)-(3)
- Michigan Legislature (Legislative Service Bureau)— MCL 450.4207a(2)-(3)
- Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division— LARA ‘Restore my LLC’; MCL 450.4207a(4)
- Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division— LARA ‘Restore my LLC’
- Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division— MCL 450.4207a(4); LARA ‘Restore my LLC’
- Michigan Legislature (Legislative Service Bureau)— MCL 450.4207a(3), (4)(a)
- Michigan Legislature (Legislative Service Bureau)— MCL 450.4207a
- Michigan Legislature (Legislative Service Bureau)— MCL 450.4207a(3)-(4)
- Michigan Legislature (Legislative Service Bureau)— MCL 450.1922, 450.1925
Checked against the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Michigan
Behind on a Michigan filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Michigan Department of Licensing and Regulatory Affairs, Corporations Division, and state fees are confirmed with you before anything is filed.