Foreign Limited Liability Company

Agency: Licensing and Regulatory Affairs

A foreign limited liability company is one that is formed under the laws of another jurisdiction. Foreign limited liability companies that are "transacting business" in Michigan must first obtain a Certificate of Authority from this agency. The term "transacting business" is a technical term. The Michigan Limited Liability Company Act sets out particular activities, which in and of themselves do not constitute transacting business. In determining whether it is necessary to obtain a Certificate of Authority, the limited liability company should look at its proposed activities in this state, the statute, and applicable court decisions.