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Compiled by the Second District of the Michigan Association of County Clerks and the Michigan Department of Consumer & Industry Services.
The law requires that a sole proprietor or co-partners file their business (other than the real name of the person) at the county clerk’s office [MCL 445.1]. The law also requires that corporations, limited liability companies and limited partnerships be filed with the State of Michigan. Therefore, corporations shall not be filed with county clerks. The purpose of the law is to place on public record the name of the person who is conducting or transacting business under an assumed name.
There are a number of regulations that apply when a company name is chosen. The general rules governing names for corporations, nonprofit corporations, limited liability companies, and limited partnerships only apply to those entities. The Co-partnership Act and Fictitious Name Act require that the name of a sole proprietorship or co-partnership cannot be the same or similar to a name already on file with the county so as to cause confusion or deception.
When you file an assumed named as a sole proprietorship or co-partnership, you have to file in each county in which you will be doing business.
If you find that someone else is using the same name, then you need to do some research to find out how long they have been using that name. If they have been in business for a long time, you might want to change your assumed name so there is no confusion to the public. Filing your business name does not create substantive rights to the use of that name.
If the business is a separate business with a different name, you would file with the actual name under which you are doing business. However, if you are doing business with the same name as in the first county, you should file with the same name in the second county.
If you are incorporated, the only place you should file an assumed name is with the State of Michigan—the same as your Articles of Incorporation. If you need the name to be filed quickly, you may file using the new electronic filing system, MICH-ELF. The instructions and application for filing electronically can be found on the State of Michigan’s website, www.michigan.gov/lara
When using MICH-ELF, your document will be reviewed within 24 hours. The bank should not be advising corporations to file at the county. You might suggest that the bank call the State of Michigan Corporation and Securities Bureau at (517) 241-6470 for verification of this information.
Example – Lakeshore Painting, Inc. No. If you are incorporated, the only place you should file an assumed name is with the State—the same as your Articles of Incorporation. Filings at the county level are for sole proprietorships and co-partnerships only.
You can file a Reservation of Corporate Name with the State of Michigan to hold your corporate name. If you are incorporated, the only place you should file is with the State.
No. Filing your business name does not create substantive rights to the use of that name. This is the same whether it is a corporate name, limited liability company name, limited partnership name, sole proprietorship name or co-partnership name.
No. A person who is at least 18 years of age is an adult of legal age for purposes of signing contracts.