LARA Living Room
Inside stories and real conversations from the Michigan Department of Licensing and Regulatory Affairs. LARA Living Room explores how regulation works, why it matters, and the people making it happen.
LARA Living Room
A Roadmap to Launching a Business in Michigan
Navigate Michigan’s business startup process with expert advice on filing, compliance, and scam prevention.
Thank you.
Anastasha Osborn:You're listening to the LARA Living Room, where we pull back the curtain on how Michigan's government works for you. I'm your host, Anastasha Osborn, and today we're talking about something that's exciting, ambitious, and let's be honest, a little intimidating, and that is starting your own business. Now, from side hustle dreams to full-scale startups, every business in Michigan has one thing in common, and it all starts with the Corporations Division here at LARA. Joining me today is Alexis Lupo, Corporations Division Director for the Corporations Security and Commercial Licensing Bureau, also known as CSCL. And she's the go-to expert on what it takes to officially register your business, stay compliant with the law, and avoid the traps like scams and identity theft that can really trip you up before you even get going. So we're also going to dive into Michigan's 11-step business roadmap, which is a tool that helps makes the process a whole lot clearer for anyone who's ready to really take that first step of starting their business. And again, you always know the drill when we get this started. Go ahead, fill up your coffee, grab a seat, get comfortable because you are now in the LARA Living Room. Alexis, thanks so much for joining us today. To kick things off, can you tell us just a little bit about your role and what the Corporations Division does?
Alexis Lupo:Hello, I'm delighted to be here, Anastasha. As the Corporations Division Director, my role is overseeing Michigan's business registry. You know, Anastasha, as I was driving in today, I was passing by so many small businesses and thinking about how they were all started at the Corporations Division, and they are all interacting with the Corporations Division. They're overwhelmed 1.1 million active business entities in Michigan, and it's the Corporation Division's responsibility to promote economic development and growth by facilitating the formation of business entities in Michigan. This includes providing services that enable business entities to be formed or authorized to transact business in Michigan. It's the reviewing and filing of documents throughout the life cycle of an entity, maintaining a business's legal record through filing annual reports or statements, and providing resources to help businesses. The Corporations Division also includes the state's trademark registry. We fulfill requests for certificates, such as a Certificate of Good Standing, which verifies that an entity is legally formed in fulfilling its annual filing obligations with the Corporations Division, or requests for copies of documents filed for a business. We aim to make the process as smooth and transparent as possible for anyone looking to start or maintain a business in Michigan. And I am part of a truly incredible team at the Corporations Division. Our team always strives to deliver exceptional customer service and our customers are businesses and business owners. That's incredible. So give me that number again. How many? You said one point? 1.1 active entities in Michigan.
Anastasha Osborn:1.1 billion,
Alexis Lupo:you said? Million. Million. Wow. 1.1 million.
Anastasha Osborn:Yes. 1.1 million. That's incredible.
Alexis Lupo:And there are over 2 million inactive entities, but they might come back into existence, back into good standing.
Anastasha Osborn:Incredible. And so explain to me then, why is it so important for new business owners specifically to register their business with the state right from the jump?
Alexis Lupo:So registering your business with the state is important because it legally forms the business entity. Forming a business entity can provide protection by limiting liability for owners, meaning that their liability is limited to their financial contribution to the entity, which helps to safeguard personal assets. If the business faces legal or financial issues, only the business's assets are at risk, not the owner's personal property. So depending on the type of business, registration could be also necessary for compliance with other laws and regulations. It is often needed for other components of operating a business, such as opening a business bank account, and there can be potential tax advantages. There are many individuals and businesses that agencies within LARA license and regulate. The vast majority of those have a business entity registered with the Corporations Division.
Anastasha Osborn:So let's say I'm somebody who decides I want to start a business in Michigan. What are the very first steps that I should take?
Alexis Lupo:Sure. So the first step is choosing a business structure. There are several different types of business entities that are permissible under Michigan law, such as a limited liability company, which is abbreviated as LLC for short, or a corporation. A In Michigan, there are about eight times as many LLCs as corporations. So by far, a lot more LLCs than corporations. But that does not mean an LLC is necessarily the right choice for your business. There are also limited partnerships and limited liability partnerships as examples. The Corporations Division has an Entrepreneur's Guide on our website under the publication section. The Entrepreneur's Guide provides the advantages and disadvantages and kind of compares and contrast the different types of business entities in Michigan. So to give you just a little flavor of that, a sole proprietorship, that's the simplest business structure where the owner is the business. There's no distinction between the owner and the business. It's automatically formed as soon as the owner starts doing business and no formal paperwork is required. If the owner wants to use a name other than their own personal name, then they need to file paperwork with the county clerk in the county or counties they will be conducting business. But there is no liability protection for sole proprietorship. If the business faces legal or financial problems, like a lawsuit or debts, then the owner's personal assets, home, car, savings, could be at risk. An LLC, on the other hand, is a separate legal entity from the owner or owners. The business exists as its own person under the law. An LLC provides personal liability protection, meaning the owner's personal assets are generally protected, and it requires filing specific paperwork with the state, which is the Articles of Organization. So after selecting the structure, the next step is completing and submitting the Articles of Organization for LLC or articles of incorporation for a corporation to legally form the entity. And that first question, article one, is what is the name of the entity? So you will need to select a name for the business entity. So it actually says the name of the entity is and then fill it in with the specific name. For LLCs, corporations, and limited partnerships, they're going to need to select a name that is distinguishable on the records of the corporation. from other active names, and that term, distinguishable on the records, has been defined by guidelines. The name is distinguishable if it has a different sequence or letters or numbers from other names. The Corporations Division then reviews and determines whether the name is available for use when reviewing the articles. You could use the business entity search, which is available at michigan.gov slash corp entity search to perform an advanced search for a name availability search to see if there are conflicts with the name. Also, the online articles of organization form includes a name availability check right in the form. However, the official check is performed by the corporations division at the time of review.
Anastasha Osborn:Something just jumped in my head as you're kind of going through the differences between all of those. Is there something simple and easy on the Corps Division's website that kind of breaks down all of those different types of business structures?
Alexis Lupo:Yes. So that Entrepreneur's Guide in the publications area, not only is it it's about, I'd say a 30 page document. So it is lengthy and goes into details, but I would say skip to the very last page, which has a chart that compares and contrasts all the different types
Anastasha Osborn:of entities right there. Awesome. And then for our listeners, we'll go ahead and we'll drop those in the show notes too, so that you can find that pretty easily. So I want to talk about something that I'm familiar with, but a lot of our listeners may not know, and that is the Michigan Business Roadmap. So this is 11 steps that are laid out for new business owners. And can you just walk us through a little bit what that is and how that helps people get started.
Alexis Lupo:Absolutely. The Michigan Business Roadmap is a website. It's available at michigan.gov slash business roadmap. This website serves as a comprehensive resource for entrepreneurs and small business owners to navigate the various processes that might seem overwhelming when they're getting started. The roadmap is sort of like a checklist, but also sort of like a menu where things may or may not apply to you. But it's good to go through and kind of check off and make sure that you're checking in with various agencies. Primarily, what is listed is within LARA or LEO, which is LEO, the Labor and Economic Opportunity Department. So it was a collaborative effort to kind of lay out those requirements all in one place. It also includes the Michigan Department of Treasury, the Internal Revenue Service. There are just a lot of different agencies that a new business needs to interact with and make sure that they are filing documents with them or following regulatory requirements. So the business roadmap is meant to make it easier to find, interpret, and access these resources to help ensure you don't miss any critical steps along the way.
Anastasha Osborn:Yeah, that's incredible. I took a look at the website, and it is actually very easy to follow. It literally is a 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 step, and it has these really nice little icons and a little quick description about what each step is, which is very helpful. But I have a question about kind of the early on stages, right? So we kind of talked about when someone wants to start a business, you talked about figuring out their business structure. But what are some key decisions that business owners need to make early on even before they start to file any of that paperwork? And then do you notice any common mistakes people tend to make really early on in those stages?
Alexis Lupo:Sure. So before filing any paperwork, business owners need to make several critical decisions. And first is choosing the right business structure, such as an LLC, a corporation, a sole proprietorship that's based on their specific needs and goals. And this decision impacts everything from liability to tax obligation. And a common mistake is sometimes filing with the Internal Revenue Service or the IRS to obtain an EIN, which is an employer identification number, before filing with the Corporations Division to form the business. And the issue with that is that if your business name is not available in Michigan, then you will need to go back and update your business name with the IRS. And unfortunately, we even hear from businesses that have not ordered signage or they have ordered signage or other marketing materials for their business, but they have not yet formed their entity with the corporations division. And then if their name is not available, unfortunately, they might have wasted some resources there by thinking they could start marketing themselves under a certain name. Another common mistake is not understanding the legal requirements and compliance obligations, which can lead to penalties and issues later on. One example of this is the annual report requirements for corporations and annual statement. It's just a terminology difference requirement for LLCs. And the deadline for the annual report for for-profit corporations to be filed with the corporations division is May 15th of each year after reformation. For nonprofit corporations, the annual report is due by October 1st of each year after formation. And the deadline for the annual statement to be filed by an LLC is February 15th of each year after formation. Unless the LLC was formed after September 30th, then they get an additional year before the annual statement is due by February 15th. And feeling to file the annual report or statement for two years will lead to the corporation being automatically dissolved or the LLC being not in good standing. So really taking the time to thoroughly plan and prepare and make note of these important dates can make a significant difference in the successes of your business.
Anastasha Osborn:You mentioned for-profit and non-profit. Could you tell our listeners a little bit about the difference between the two? Sure. So
Alexis Lupo:a for-profit entity is just that. It's created to create pecuniary gain or profit for its shareholders, whereas a non-profit corporation usually has a charitable purpose but is not necessarily the case. There are other types of non-profit entities, educational entities. So they do not have shareholders necessarily. They can, but it's not to make a profit for the shareholders. They usually would have members and directors, of course. Directors would apply to both situations of for-profit and non-profit.
Anastasha Osborn:And Alexis, your bureau specifically recently launched the My Business Registry portal. And I'm sure you have a lot of feelings about that and the changeover and the process that it took to get to where it is now. And this portal specifically lets business owners file, search, and then order records all online now. And how is this changing the way that people interact with LARA, especially when it comes to filing those annual reports that you were kind of talking about?
Alexis Lupo:Yes. So a lot of time and energy went into the launch of my business registry portal on June 23rd of 2025. And as we're recording this, it isn't too far off from when that launched. And so it's been a lot of work and a lot of adjustment, but it's created some significant improvements right away for how businesses interact with LoRa. So the portal is a new user-friendly system that makes it easier and more efficient for businesses to submit documents to the corporations division. So prior to the launch of the portal, about 40% of the forms were available to be submitted online So another 60% still needed to be submitted by mail or in person on paper. Now all 100% of forms can be submitted online. Also, the statutes administered by the Corporations Division allow filing fees to be waived for honorably discharged veterans. The specific fees and forms depend on the entity-specific statute. Previously, all of the required documentation and forms could only be submitted on paper. by mail or in person to request that veteran fee waiver. Now the documentation and form can be submitted online. And as you alluded to, the launch of the new system also brings a big change for annual reports for corporations and annual statements for LLCs. All of the annual reports and annual statements must now be filed online. With any change, there is a learning curve, but the new process is quick and reliable, which helps businesses to stay compliant with minimal hassle. So after going through the online submission process one time, that ease and convenience will become apparent. So
Anastasha Osborn:I want to kind of switch gears a little bit into something that maybe a lot of people who are starting businesses don't really understand could potentially happen, and that is scams. So unfortunately, scams, targeting business owners seems to be really on the rise right now. If our listeners have been to our website recently, you've probably seen right when you get onto our website, there's this big warning on there letting just people know that there are scams out there. So how do we... you know, warn our business owners about these scams, whether it's fake mailings to LLCs and corporations, demanding like these annual statement fees or anything along those lines. What should these business owners look out for? And then how can they really protect themselves?
Alexis Lupo:Yes, scams are indeed a growing concern and businesses should be wary of unsolicited mailings or emails that demand payment for services or fees. And the keyword there is unsolicited mailings or emails that demand payment for services or fees. You can always verify the legitimacy of any communication by contacting our office directly. It's important to educate yourself and your team because maybe employees and staff people are also interacting with state agencies on your behalf and they need to be aware too about common scams and stay informed about any new threats. We provide resources and alerts on our website and the Michigan Business Roadmap has a section about scams too to help raise awareness so that businesses can protect themselves. They aren't going to go away. That's, I mean, a sad reality. They are not going to go away. Of course, We are very diligent about pursuing options to resolve those or prevent those and make sure that they're clearly not from the state of Michigan. Awareness and education is the best defense since they are not going to just disappear.
Anastasha Osborn:And I'm sure I'm not the only one. Probably our listeners and maybe Vinny or Alexis have experienced the toll, scan, text, and calls. I think we all get those. So yeah, I think just like you said, just educating yourself and verifying that those are accurate and that those are legitimate. So yeah, stay out there and stay educated and continuing to learn about what's real and what isn't.
Alexis Lupo:Right, and so in the upcoming year, So everyone is aware. Our office is switching. If you are receiving notice that the annual report or annual statement is due and you've signed up to receive email notices, you'll receive an email from our office reminding you to go file that annual filing online. We have now transitioned to a postcard if you're still receiving mail notification. So it is a bright orange postcard that reminds you to go file online for your annual filing. So it is from the corporations division and just to be aware that that will be coming
Anastasha Osborn:yeah and you can't miss if it's bright orange like the lara orange yeah you'll know it's from us exactly all right so beyond the roadmap and kind of all these other you know tools that we've talked about what other resources or support does the corporations division offer for business owners who might get stuck or need a little extra help
Alexis Lupo:we offer a wide range of resources including detailed guides and information on our website like that entrepreneurs guide public I mentioned and the Business Roadmap website. Our team is available by telephone or email to provide customer support and assist with questions or issues. We're often surprising callers. You get to talk to a real person when you call the Corporations Division. Our team, it's very important. Customer service is critical to our mission and that mission of protect people and promote business. We also participate in educational workshops and webinars to help businesses understand their obligations and make informed decisions. Our goal is to be a reliable resource throughout the life cycle of your business.
Anastasha Osborn:Great. And if someone's listening and they want to check out their business status or look up filing history online, where is the best place for them to go? The
Alexis Lupo:best place to start is the business entity search through the My Business Registry portal, which can be accessed at michigan.gov slash corp entity search. From there, you can search for business records and check your entity status. An account or login is not needed. to search or view filings. To submit a document or order certificates or copies, you must first create a MyLogin for Business account. You can click on the login button in the top right corner of the portal website to connect you to MyLogin for Business where you can create an account if you do not already have one. You can do that right there and then it will reconnect you back to the My Business Registry portal so you can continue to proceed to submit a document, an annual report, or place an order for a certificate of good standing.
Anastasha Osborn:This has been super informative and I think it's been a really good conversation for a lot of our listeners to hear because I think they have lots of questions about this. So before we wrap up, I just have one last question and that is what's one piece of advice, although you've given such good advice so far, just one more piece of advice that you would give to someone who's just starting out their business journey here in Michigan?
Alexis Lupo:My advice would be to take advantage of the resources Thank you. You can use resources, tools, support offered by the Corporations Division. And there are other organizations and agencies within Michigan that are doing that work as well. And you can stay informed, plan carefully, and be persistent. It takes preparation to turn a business dream into a reality.
Anastasha Osborn:Well, that's all the time that we have today, Alexis. Thank you so much for being here. I really appreciate your insight, your knowledge, your expertise on all things Corporations Division. So thank you so much for being here today. Thanks for having me. Starting a business might feel so overwhelming, but Alexis just gave us the blueprint and a reminder that you don't have to have it all figured out on your own. So if today's conversation sparked an idea or gave you some clarity, why don't you go ahead and head over to michigan.gov forward slash LARA to explore the business roadmap and other helpful tools from the corporations division. You can also find some helpful links here in our show notes for easy access. And I hope that you learned something new and I hope that you were inspired from our living room We'll see you next time.
