A Michigan LLC contractor wants to add a new member. What filing is required with LARA?
Correct Answer
D) No filing required for membership changes
Michigan LLCs are not required to file with LARA when adding or removing members, as membership changes are internal matters governed by the operating agreement.
Why This Is the Correct Answer
Under Michigan LLC law, adding or removing members is an internal governance matter managed through the LLC's operating agreement. Michigan does not require LLCs to file membership change documents with LARA. The LLC's registered agent and operating agreement reflect these changes internally without a public filing requirement for membership changes alone.
Why the Other Options Are Wrong
Option A: Annual Statement update
An Annual Statement update is filed once per year to keep the LLC's registered information current, but adding a member mid-year does not trigger a separate Annual Statement filing — and in any case, membership changes are not required to be reported to LARA.
Option B: Certificate of Amendment
A Certificate of Amendment is used to formally amend the Articles of Organization (e.g., changing the LLC name or registered agent), not for membership changes. Members are typically not listed in the Articles of Organization in Michigan.
Option C: Articles of Organization amendment
An Articles of Organization amendment is not required for membership changes in Michigan LLCs. The Articles of Organization establish the LLC but do not typically enumerate members; that detail is handled in the operating agreement.
Memory Technique
Think 'LLC = Internal Club Rules.' Adding a member to an LLC is like adding someone to a club — it's handled internally by the club's bylaws (operating agreement), not by filing paperwork with the government. Only structural changes (name, registered agent) require LARA filings.
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