A Michigan LLC contractor wants to add a new member who will own 25% of the company. What LARA filing is required?
Correct Answer
D) No filing required
Michigan LLCs are not required to file ownership changes with LARA unless the operating agreement specifically requires it or articles are being amended.
Why This Is the Correct Answer
The correct answer is D (No filing required). In Michigan, adding a new member to an LLC does not automatically require a filing with LARA (Licensing and Regulatory Affairs). LLC membership changes are governed internally by the Operating Agreement. LARA only requires a filing if the Articles of Organization are being formally amended, which is not mandated solely by the addition of a new member.
Why the Other Options Are Wrong
Option A: Certificate of Amendment
Certificate of Amendment is incorrect. A Certificate of Amendment is a filing used to change specific provisions in the Articles of Organization — for example, changing the LLC's name or registered agent. Adding a member alone does not trigger this requirement unless the Articles specifically list members.
Option B: Articles of Organization Amendment
Articles of Organization Amendment is incorrect. Michigan LLCs are not required to list individual members in their Articles of Organization, so adding a member does not require amending those articles. Membership is handled via the Operating Agreement.
Option C: Annual Statement Update
Annual Statement Update is incorrect. While Michigan LLCs must file an annual statement (formerly annual report), this is a periodic compliance filing, not a mechanism to report ownership changes triggered by adding a new member.
Memory Technique
Remember: LLC = 'Limited paperwork Company.' Membership changes are handled internally through the Operating Agreement, not through state filings. LARA only gets involved when the Articles themselves need to change.
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