How to dissolve a corporation in Michigan

What does it cost to dissolve a corporation in Michigan?

Michigan is inexpensive on the filing side. The fee for a corporation's Certificate of Dissolution with LARAthe Department of Licensing and Regulatory Affairs, is modest, commonly around $10. Confirm the current amount, since corporation fees can differ from LLC fees. Michigan also expects a dissolving corporation to request tax clearance from the Department of Treasury, which is where the effort goes.

Fees change; we confirm the current figure with LARA before we file. See the wider picture on the main corporation guide.

What is the Michigan Treasury tax-clearance request?

Michigan pairs the dissolution filing with a tax-clearance request. A dissolving corporation is expected to request a tax clearance certificate from the Michigan Department of Treasurytypically within 60 days after filing the Certificate of Dissolution. The LARA filing can proceed, but the corporation must still settle its Michigan tax obligations and obtain clearance to fully close out. Treat the clearance as part of a clean Michigan corporate dissolution rather than an afterthought.

How do the board and shareholders approve dissolution?

A Michigan corporation dissolves through its governance structure in two moves under the Business Corporation Act. First, the board of directors adopts a resolution recommending dissolution. Second, the shareholders approve it, generally a majority of the outstanding shares entitled to vote.

Record both the board resolution and the shareholder approval in writing. Even a single-shareholder corporation completes both. That record supports the Certificate of Dissolution.

How do you dissolve a Michigan corporation, step by step?

1. Board resolution to dissolve. The directors recommend dissolution, recorded in the minutes.
2. Shareholder approval. Shareholders vote to approve, generally by a majority of shares, recorded in writing.
3. File the Certificate of Dissolution. Submit it to LARA, the Corporations, Securities and Commercial Licensing Bureau, and pay the fee.
4. Request Treasury tax clearance. Request a tax clearance certificate from the Michigan Department of Treasury, typically within 60 days of filing.
5. File IRS Form 966 within 30 days. The Corporate Dissolution or Liquidation form, filed within 30 days of adopting the resolution or plan.
6. Wind up and file final returns. Notify creditors, settle or provide for debts, distribute any remainder to shareholders, file the final federal return marked final, and close the IRS business account.

What is the Michigan Certificate of Dissolution?

A Michigan corporation files a Certificate of Dissolution with LARAthe Corporations, Securities and Commercial Licensing Bureau. The certificate names the corporation, states the manner in which dissolution was authorized, and confirms shareholder approval. It can be filed by mail or online. If you are closing a Michigan LLC rather than a corporation, see how to dissolve an LLC in Michigan.

IRS Form 966 and final returns

Form 966, “Corporate Dissolution or Liquidation,” is the federal filing unique to corporations closing down. A dissolving Michigan corporation files it with the IRS within 30 days after the board and shareholders adopt the resolution or plan to dissolve. Because that clock runs from the approval, not from your LARA filing, it is easy to complete the Michigan side and forget the federal one.

A dissolving corporation also files a final federal income tax return with the “final return” box checked, Form 1120 for a C-corp, Form 1120-S for an S-corp, plus its final Michigan tax returns. We cover the whole federal sequence on the final tax return page.

Your EIN and the IRS account

Here is the step almost everyone misses: the EIN. The IRS does not cancel an EIN. The number is permanent and never reassigned. What you do instead is ask the IRS to close the business account behind it, and the IRS will not close it while final returns are outstanding. The Michigan filing gives the IRS no signal at all.

How long does it take in Michigan?

The LARA filing itself is quick, and Michigan offers paid expedite. The Treasury clearance runs on its own timeline and can take several weeks. Form 966 and the IRS account closure run on the federal clock, generally several weeks each and independent of the state filing.

Confirm current LARA and Treasury times before relying on a date.

Rather have your Michigan corporation closed properly?

We file the Certificate of Dissolution with LARA, handle the Treasury tax-clearance request, make sure Form 966 lands inside its 30-day window, and, if your corporation ever had an EIN, close the IRS business account too. If you're not sure which package is yours, a specialist is on WhatsApp 24/7 and will tell you straight.

This page is general information about dissolving a Michigan corporation, not legal or tax advice. Final-year corporate tax, insolvency, and contested claims can have significant consequences, confirm your specific situation with a qualified attorney or tax professional before you act.