To register a company in the USA, you file formation paperwork with a state government, get a federal tax ID number from the IRS, and then handle any local licenses, out-of-state registrations, and ongoing reports your business needs. There is no single federal registry for new companies. The state you choose becomes your company’s legal home, and most of the work happens there.
Here is how the process actually runs, in the order you’ll do it.
Pick a Business Structure Before You File Anything
The two structures most new businesses choose are a limited liability company and a corporation. An LLC is owned by members who hold membership interests. A corporation issues stock to shareholders and comes with more internal formality, including a board of directors, officers, bylaws, and annual meetings. Corporations are the usual choice if you plan to raise outside investment or eventually go public.1U.S. Small Business Administration. Choose a Business Structure
The structure also decides how you’re taxed. A standard C-corporation pays corporate income tax, and shareholders pay again on dividends. An LLC by default passes profits through to the members’ personal returns. If you want corporate liability protection with pass-through taxation, you can form a corporation and then elect S-corp status with the IRS (covered below).
Get this decision right the first time. Dissolving and re-forming later costs money and creates problems with contracts, licenses, and bank accounts already in the old entity’s name.
Pick a Name and Appoint a Registered Agent
Your company name has to include a designator that signals the entity type. An LLC needs “LLC” or “Limited Liability Company” in the name. A corporation needs “Inc.,” “Corp.,” “Incorporated,” or similar. The accepted designators vary slightly by state.
The name also has to be distinguishable from every other active entity on file in that state. Secretary of State websites have free name-search tools, and a filing with a conflicting name gets rejected. Most states let you reserve an available name for 60 to 120 days for a small fee while you finish the rest of your paperwork.
Every LLC and corporation must also list a registered agent — the person or service that accepts lawsuits, tax notices, and official government mail on the company’s behalf.2U.S. Small Business Administration. Register Your Business The agent must have a physical street address in the state of formation. A P.O. box doesn’t satisfy the requirement, because process servers need to hand-deliver documents to a real location during business hours.
You can be your own registered agent if you qualify, but your address becomes public and you need to be reachable during business hours. Commercial registered agent services typically run $50 to $300 per year. Whichever route you take, the agent’s name and address go directly on the formation paperwork.
File Formation Documents With the State
This is the core registration step. For an LLC, the document is usually called the Articles of Organization. For a corporation, it’s the Articles of Incorporation. Both tell the state your company’s name, its registered agent, its principal address, and the names of the people forming it.
Most states accept online filings through the Secretary of State’s website and process electronic submissions faster than paper. Filing fees range from roughly $35 to $500. Montana sits at the low end; Massachusetts charges the most for an LLC. Some states also calculate corporation fees based on the number of authorized shares, which can push costs higher.
Standard processing times vary. Some states return approved documents within a few business days; others take several weeks when they’re busy. Many offer expedited processing for an extra fee. When the state approves your filing, you get back a stamped copy of your documents along with a Certificate of Formation or Certificate of Incorporation. That certificate is your proof the company legally exists.
Get an EIN From the IRS
Once your state formation is approved, apply for an Employer Identification Number with the IRS. The EIN is a nine-digit number that functions like a Social Security number for the business, and you’ll need it to open a bank account, file taxes, hire employees, and handle most business transactions.3Cornell Law School / Legal Information Institute (LII). Employer Identification Number (EIN)
The fastest route is the IRS online application. It’s free and issues the number immediately when approved. You have to complete it in one session; the form can’t be saved, and it times out after 15 minutes of inactivity. The IRS limits applicants to one EIN per responsible party per day.4Internal Revenue Service. Get an Employer Identification Number
The application asks you to name a “responsible party,” the individual who ultimately owns or controls the entity. That person has to provide a Social Security number or Individual Taxpayer Identification Number. You can’t substitute another EIN there unless the applicant is a government entity. If you’re outside the United States or U.S. territories, you can’t use the online tool. International applicants apply by phone at 267-941-1099, by fax, or by mail using Form SS-4.5Internal Revenue Service. Instructions for Form SS-4
If You Formed a Corporation: Watch the S-Corp Election Deadline
To avoid double taxation on a corporation, you can elect S-corp status by filing Form 2553 with the IRS. The corporation’s income then passes through to shareholders’ personal returns instead of being taxed at the corporate level first. Some LLCs also elect S-corp treatment for potential payroll tax savings, though the math only works once the business generates enough profit above a reasonable owner salary.
Timing is where people get hurt. A new corporation must file Form 2553 no later than two months and 15 days after the beginning of the tax year the election should take effect.6Internal Revenue Service. Instructions for Form 2553 For a calendar-year corporation starting on January 1, that’s March 15. Miss the date and the election doesn’t take hold until the following tax year, leaving you under C-corp taxation for twelve months you didn’t want. Late-election relief is sometimes available, but relying on it is a gamble.
Register in Other States Where You Operate
Forming a company in one state doesn’t let you operate in others. If your business has a physical presence somewhere else — an office, warehouse, employees, or property — you almost certainly need to register there as a “foreign” entity. The process is called foreign qualification, and it involves filing an application for a certificate of authority with that state’s Secretary of State.2U.S. Small Business Administration. Register Your Business
You’ll generally need a certificate of good standing from your home state, a registered agent in the new state, and a filing fee somewhere between $50 and $750. Operating in a state without qualifying there can result in fines, inability to enforce contracts in that state’s courts, and back taxes.
Handle Local Licenses, Sales Tax, and Payroll Registration
State-level formation creates the entity. It doesn’t necessarily authorize you to start operating. Many cities and counties require a general business license or operating permit, and fees vary widely. Certain industries — healthcare, construction, financial services, food service, real estate — also require state-level professional or occupational licenses before you can practice.2U.S. Small Business Administration. Register Your Business
If you sell taxable goods or services, you need to register for a sales tax permit in every state where you have sufficient connection, known as “nexus.” Nexus can come from physical presence like a storefront or warehouse. Since the Supreme Court’s 2018 decision in South Dakota v. Wayfair, it can also come purely from economic activity. The baseline from that case is $100,000 in sales or 200 separate transactions in a state in a year, though individual states set their own thresholds. Selling online without registering where required can lead to back-tax assessments far larger than the cost of registering upfront.
Planning to hire? You’ll need to register with your state’s tax agency for unemployment insurance and income tax withholding, usually shortly after your first payroll. Workers’ compensation insurance is required too; the exact trigger varies, but nearly every state requires coverage once you have employees.
Draft Governance Documents and Open a Business Bank Account
Two things aren’t filed with the state but matter just as much as the ones that are.
Draft your internal governance documents: an operating agreement for an LLC, bylaws for a corporation. These set how decisions get made, how profits are divided, what happens when an owner leaves, and who has authority to sign contracts. Without them, you default to your state’s rules, which rarely match what the owners actually intended. Keep the signed documents with your company records.
Then open a dedicated business bank account. Banks generally want your approved formation documents, your EIN confirmation from the IRS, and a government-issued photo ID for the account signer. Mixing business and personal money is the fastest way to lose the liability protection your entity provides. Courts call it “piercing the corporate veil,” and a separate bank account is the simplest first defense.
Keep the Company in Good Standing
Registration isn’t one-and-done. Most states require LLCs and corporations to file periodic reports, usually annual, though some run every two years and at least one state requires them only once a decade. These reports update the state on your current address, registered agent, and officers or members. Fees range from $0 to several hundred dollars, and some states charge a separate franchise tax on top.
Miss these filings and you accumulate late fees. Keep missing them and the state will administratively dissolve your company, stripping its legal authority. A dissolved entity can’t enter new contracts, may lose standing to sue, and people acting on its behalf can face personal liability for debts incurred during the dissolution. Reinstatement is usually possible, but you have to cure the underlying problem, pay all back taxes and penalties, and file an application. In the meantime, another company can claim your business name, and reinstatement won’t get it back.
One Note on Federal Beneficial Ownership Reporting
Under the Corporate Transparency Act of 2021, companies were originally required to file beneficial ownership information with the Financial Crimes Enforcement Network. As of March 2025, FinCEN issued a rule exempting all entities formed in the United States from this requirement. Only foreign entities registered to do business in a U.S. state are currently required to report.7FinCEN.gov. Beneficial Ownership Information Reporting This rule has changed more than once in a short period, so check FinCEN’s website before assuming the exemption still applies when you’re reading this.