Serving a Michigan LLC or Corporation: The Two Halves of a Valid Serve

Michigan gives you two routes into a business, and the route most people take by default has two halves. Under MCR 2.105, handing the papers to someone at the office completes service only when a second copy also goes by registered mail to the address the entity keeps on file with the state. Miss the mailing, or hand the papers to the wrong employee, and the service can be challenged long after everyone assumed the matter was moving.

Route one is a person. Route two is a person plus a mailing.

For a private corporation, MCR 2.105(D)(1) allows service on an officer or the resident agent, and nothing further is required. MCR 2.105(D)(2) allows service on a director, trustee, or person in charge of an office or business establishment, but only where a summons and a copy of the complaint also go by registered mail to the principal office of the corporation.

For a limited liability company, MCR 2.105(H)(1) allows service on the managing member, the non-member manager, or the resident agent. MCR 2.105(H)(2) allows service on a member or other person in charge of an office or business establishment, again with a registered mail copy, this time addressed to the registered office of the company.

The shape is the same in both. Reach the named decision maker and the serve is finished at the door. Reach anyone else at the business and the mailing is what finishes it.

Limited liability companies did not always have their own rule

Companies have been forming in Michigan under the Limited Liability Company Act since 1993, decades before the court rules said in plain words how to serve one. The Michigan Supreme Court added MCR 2.105(H) by order in ADM File No. 2020-20, effective May 1, 2021. Until that date the subrules named corporations, partnerships, and associations, and no subrule named limited liability companies at all.

The same order relettered everything that followed, so an older internal checklist can cite a subrule letter that now points somewhere else. Two of the relettered ones come up constantly in business service: MCR 2.105(I) covers an agent authorized by written appointment or by law, and MCR 2.105(L) covers what registered mail means.

What "person in charge of an office" actually means

The Michigan Court of Appeals answered that in a published opinion, Tindle v Legend Health, PLLC, Docket No. 360861, decided April 20, 2023. A process server handed a summons and complaint to a medical assistant who was alone in the office. The plaintiff argued that being the only person present made her the person in charge.

The court read the phrase against the words around it. In MCR 2.105(H)(2) it sits beside "member." In MCR 2.105(H)(1) the rule lists managing member, non-member manager, and resident agent. In MCR 2.105(D)(2) it follows "director" and "trustee." Reading them together, the panel concluded that the term "refers to a person with some authority to make decisions on behalf of an office of an entity."

Applied to those facts, a medical assistant generally does not hold that authority, whether or not she was the only person there. Service was deficient. The panel reversed the trial court's refusal to set aside the default judgment and sent the case back.

The practical read

Being alone in the building is not authority. A receptionist, a cashier, a shift worker, or an assistant can be the only person on site and still not be the person the rule names. The question at the counter is not whether somebody is there. It is who can make decisions for this business, and what their actual role is.

The mailing half, and the address it has to go to

In that same case the second half failed too. The registered office on file with the state was one address. The summons and complaint went by mail to a different address where the business operated. The court held that this did not comply with the rule.

This catches people out because the address a business uses every day is often not the address on its filings. A registered office can be an accountant's office, an attorney's office, or a location the company left years ago without updating the record. The rule points at the filing, not at the storefront.

Resident agent and registered office are public record through the Corporations, Securities and Commercial Licensing Bureau at the Michigan Department of Licensing and Regulatory Affairs. Pulling that record before the first attempt takes minutes. Finding out afterward, once service is challenged, costs the file far more than that.

Registered mail, certified mail, and one postmark

MCR 2.105(L)(1) says that where a rule uses the term registered mail, that term includes certified mail. A condition rides along with it. If certified mail is used, the receipt of mailing must be postmarked by the post office. An otherwise correct mailing can still become an argument when that postmark is missing.

When the business has no agent left to serve

Both subrules carry a fallback for entities that have let their filings lapse. Where an LLC fails to appoint or maintain an agent for service of process, or where service under MCR 2.105(H)(1) and (2) cannot be accomplished through the exercise of reasonable diligence, a summons and a copy of the complaint may be delivered or mailed by registered mail to the administrator under MCL 450.4102(2)(a).

MCR 2.105(D)(4) does something similar for corporations, by registered mail to the corporation or an appropriate officer and to the Corporation Division, where the corporation has failed to appoint and maintain a resident agent, has failed to keep up its organization, or its term of existence has expired.

The words that carry the weight in the LLC fallback are "reasonable diligence." That is a record rather than an impression. Attempts with dates, times, addresses, and a note of who was present are what make the fallback available when it is needed.

What this changes about the attempt itself

• Pull the entity record first. Exact legal name, resident agent, registered office. The name on the sign is often not the name on the summons, and the entity on the summons may have been dissolved, renamed, or merged.
• Ask for the person the rule names, by role. Then record who was actually reached and the role that person gave, in their own words, at the time.
• Treat the mailing as part of the serve. It is not paperwork that follows the visit, it is the half that completes it, and it goes to the office in the filing rather than the one on the door.

Related reading on this site: substituted service under MCR 2.105, and the 91-day summons window.

Papers Delivered is a private process-serving company. We are not a law firm, a court, or a government agency, and nothing here is legal advice. Court rules change and apply differently to different case types; for how a rule applies to a specific matter, speak with the attorney handling it. Rule references: MCR 2.105(D), MCR 2.105(H), MCR 2.105(I), MCR 2.105(L), and MCL 450.4102(2)(a). Amendment reference: Michigan Supreme Court ADM File No. 2020-20, effective May 1, 2021. Case reference: Tindle v Legend Health, PLLC, Michigan Court of Appeals Docket No. 360861, published opinion issued April 20, 2023.