Michigan Nonprofit Corporations Must File Annual Report by October 1, 2018

The Michigan Department of Licensing and Regulatory Affairs (LARA) Corporation, Securities & Commercial Licensing Bureau (CSCL) recently announced that 2018 annual reports for nonprofit corporations have been mailed to resident agents on record with the CSCL Corporations Division. Nonprofit corporations are required to file their annual report by October 1, 2018.

Nonprofit corporations are those formed in which members may not receive any profits of the corporation. A nonprofit corporation is formed under the Michigan Nonprofit Corporations Act. Some purposes for which nonprofit corporations are commonly formed are those involving religious, educational and charitable activities. A total of 62,202 Michigan nonprofit corporations and 1,582 foreign corporations are receiving 2018 annual reports.

Section 911 of the Nonprofit Corporation Act provides that all domestic nonprofit corporations and foreign nonprofit corporations authorized to transact business in Michigan are required to file an annual report each year.

Sec. 911.
(1) Each domestic corporation and each foreign corporation authorized to conduct affairs in this state shall file a report with the administrator not later than October 1 of each year. The report shall be on a form approved by the administrator, signed by an authorized officer or agent of the corporation, and contain all of the following information:

• The name of the corporation.
• The name of its resident agent and address of its registered office in this state.
• The names and business or residence addresses of its president, secretary, treasurer, and directors.
•  The purposes of the corporation.
• The general nature and kind of business in which the corporation is engaged.

 (2) A corporation is not required to file a report required under this section in the year of incorporation or authorization if the corporation was formed or authorized to do business on or after January 1 and before October 1 of that year.

(3) If there are no changes in the information provided in the last filed report required under subsection (1), the corporation may file a report that certifies to the administrator that no changes in the required information have occurred since the last filed report. A report filed under this subsection shall be on a form approved by the administrator and filed not later than the date required in subsection (1).

Section 922 of the Nonprofit Corporation Act provides that if a domestic nonprofit corporation neglects or refuses to file a report or pay a fee required by this act for two years, the nonprofit corporation will be automatically dissolved. It also provides that if a foreign nonprofit corporation neglects or refuses to file a report or pay a fee required by this act for one year, the nonprofit corporation’s certificate of authority is subject to revocation under section 1042.

Sec. 922.
(1) If a domestic corporation neglects or refuses to file its annual report under section 911 or pay any annual filing fee or a penalty added to the fee required by law, and the neglect or refusal continues for a period of 2 years from the date on which the annual report or filing fee was due, the corporation is automatically dissolved 60 days after the expiration of the 2-year period. The administrator shall notify the corporation of the impending dissolution at least 90 days before the 2-year period expires. Until a corporation is dissolved under this subsection, it is entitled to issuance by the administrator, on request, of a certificate of good standing that states that the corporation was validly incorporated as a domestic corporation and that it is validly in existence under the laws of this state.

(2) A charitable purpose corporation that is dissolved under subsection (1) shall within 90 days after the date of the dissolution comply with the dissolution of charitable purpose corporation act, 1965 PA 169, MCL 450.251 to 450.253, or renew its corporate existence under section 925. This subsection does not prevent a corporation that is dissolved under subsection (1) from renewing its corporate existence under section 925 at any time.

(3) If a foreign corporation neglects or refuses for 1 year to file its annual report under section 911 or pay the annual filing fee required by law, its certificate of authority is subject to revocation under section 1042.

Until revocation of its certificate of authority, or its withdrawal from this state or termination of its existence, the foreign corporation is entitled to issuance by the administrator, on request, of a certificate of good standing that states that it was validly authorized to conduct affairs in this state and that it holds a valid certificate of authority to conduct affairs in this state.

(4) The administrator may electronically transmit a notification of pending dissolution described in subsection (1) to the resident agent of the corporation in the manner authorized by the corporation.

Please contact our Firm if you have need additional information or have any questions regarding annual report filing for nonprofit corporations.

Christopher G. Schultz, managing partner of the Firm, focuses his practice on business law, real estate law, and estate planning.

He represents and counsels nonprofit corporations as well as manufacturers, financial service institutions, small and large businesses in the retail and service sectors in many areas, including entity election, start-up issues, shareholder and owner relationships, employment matters, mergers, acquisitions, real estate matters, and business succession planning. Additionally, he assists clients with estate planning matters, including wills, trusts, charitable giving, estate administration, irrevocable trusts, gifting and special needs trusts. He may be reached at (734) 261-2400 or cschultz@cmda-law.com.