Dissolving a company in Michigan
The state-level facts for closing an LLC or corporation in Michigan: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
Michigan LLC
- Dissolution filing
- Certificate of Dissolution (CSCL/CD-731) (CSCL/CD-731) — filed with the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations, Securities & Commercial Licensing Bureau. (official source)
- Filing fee
- $10 (official source)
- Tax clearance before filing
- Within 60 days after filing the Certificate of Dissolution, the LLC must request tax clearance from the Michigan Department of Treasury using Form 5156; Form 163 (Notice of Change or Discontinuance) must first be submitted electronically through Michigan Treasury Online. (official source)
- LLC annual statement (no franchise tax)
- Michigan LLCs file a $25 annual statement due February 15 each year. An LLC out of good standing from missed annual filings must restore good standing (Certificate of Restoration, $50, plus $25 per missing year's statement) before LARA will accept a dissolution filing. (official source)
- Final state return
- File final Michigan business tax returns through the discontinuance date and report the discontinuance on Form 163 (Notice of Change or Discontinuance), submitted electronically through Michigan Treasury Online; the effective date on Form 5156 must match Form 163. (official source)
Worth knowing
- Michigan inverts the usual clearance order: the $10 dissolution is filed first, then tax clearance must be requested from Treasury within 60 days after filing — clearance is not a filing prerequisite.
- An LLC not in good standing cannot file dissolution until it restores good standing ($50 restoration plus $25 per missing annual statement).
- A majority veteran-owned LLC may contact the Corporations Division about a filing-fee waiver under MCL 450.5101(7).
- Foreign-LLC withdrawal (CSCL/CD-761) carries the same $10 fee and the same 60-day post-filing tax-clearance request requirement.
Michigan corporation
- Dissolution filing
- Certificate of Dissolution (CSCL/CD-531) (CSCL/CD-531) — filed with the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations, Securities & Commercial Licensing Bureau. (official source)
- Filing fee
- $10 (official source)
- Tax clearance before filing
- Within 60 days after submitting the Certificate of Dissolution, request tax clearance from the Michigan Department of Treasury (Form 5156) if the business was registered, filing returns, and paying Michigan taxes; Form 163 must first be submitted electronically through Michigan Treasury Online. (official source)
- Corporation annual report (no franchise tax)
- Every Michigan corporation files an annual report starting the year after incorporation; a profit corporation's report renews corporate existence and the current-year report is also required when renewing after May 15. Not filing annual reports for two years is itself a statutory dissolution trigger, so bring reports current before voluntary dissolution. (official source)
- Final state return
- File final Michigan business tax returns through the discontinuance date and report the discontinuance on Form 163 (Notice of Change or Discontinuance), submitted electronically through Michigan Treasury Online; the effective date on Form 5156 must match Form 163. (official source)
Worth knowing
- Michigan inverts the usual clearance order: the $10 dissolution is filed first, then tax clearance must be requested from Treasury within 60 days after filing — clearance is not a filing prerequisite.
- Foreign-corporation withdrawal (CSCL/CD-561, $10) carries the same 60-day post-filing tax-clearance request requirement for all corporations.
- Unemployment-tax clearance is handled by the Unemployment Insurance Agency separately from the Treasury tax clearance.
- Nonprofit charitable-purpose corporations (not for-profit ones) additionally need a letter of consent from the Michigan Attorney General before dissolution.
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.