To register a company in the USA, you file formation documents with a state agency — usually the Secretary of State — pay a filing fee that typically runs between $50 and $500, and then get a federal Employer Identification Number from the IRS. Registration happens at the state level, so the exact forms, fees, and timelines depend on which state you pick. After the state approves your filing and the IRS issues your EIN, you may still need state tax registrations, local licenses, and an annual report each year to stay in good standing.
Pick a Business Structure
The structure you choose decides how the company is taxed, how it’s governed, and how much personal liability protection you get. For most new businesses, the real choice is between a Limited Liability Company and a corporation.
An LLC is the flexible option. Owners are called members, and they can define management rules and profit splits in a private agreement without a board of directors or formal meetings. A single-member LLC is taxed by default like a sole proprietorship; a multi-member LLC is taxed like a partnership, with profits and losses flowing through to each member’s personal return.
A corporation is more formal: shareholders, a board of directors, and officers. By default it’s a C-corporation, which files its own tax return and pays its own income tax. When profits are later paid out as dividends, shareholders are taxed again on their personal returns.
A corporation can avoid that second layer of tax by electing S-corporation status with the IRS, which passes income, losses, and deductions through to shareholders. To qualify, the corporation can’t have more than 100 shareholders, can’t have shareholders that are partnerships, other corporations, or nonresident aliens, and can issue only one class of stock.1Office of the Law Revision Counsel. 26 USC 1361 – S Corporation Defined The election is made on IRS Form 2553 no later than two months and 15 days after the start of the tax year it should take effect in.2Internal Revenue Service. Publication 509 (2026), Tax Calendars
Choose the State to Register In
Your company is formed in one state — its “home” state, where it’s a domestic entity. Most small businesses register in the state where they actually operate, because they’d need legal authority to do business there anyway. If you register somewhere else, you still have to file a separate “foreign qualification” in every state where you do real business.
Delaware and Nevada come up often. Delaware has a well-developed body of corporate case law and a specialized business court; Nevada has no state corporate income tax. That strategy tends to pay off for larger companies with complex governance or venture capital plans. For a one-state small business, maintaining two registrations rarely clears the extra cost and paperwork.
Prepare Your Formation Documents
Before you file anything, pull together the information every state asks for.
A Business Name
Your name has to be distinguishable from other entities already on file with the state. The agency checks its records for identical or deceptively similar names. Most states also restrict words that imply a regulated activity — like “bank,” “insurance,” “university,” or “trust” — and may require approval from the relevant regulator before accepting your filing.
If you want to operate under a different name from your registered legal name, you file a separate “doing business as” (DBA) registration, sometimes called a trade name or fictitious business name. Rules vary; some states handle DBAs at the county level.
A Registered Agent
Every business entity has to name a registered agent — a person or company that can receive legal documents for the business. The agent needs a physical street address in the state of registration (not a P.O. box) and has to be available there during normal business hours. An individual agent generally has to be at least 18 and a resident of the state. You can instead appoint a business entity authorized to operate in the state. Most states don’t let a company be its own registered agent.
You can serve as your own company’s agent if you qualify, or you can hire a commercial registered agent service. Services are common for owners who don’t want their home address on the public record, or for companies registered in a state where no owner lives.
The Other Details on the Form
The formation document itself — Articles of Organization for an LLC, Articles of Incorporation for a corporation — also asks for:
- A principal office address (doesn’t have to be in the state of registration).
- The name and address of the organizer or incorporator filing the paperwork.
- A purpose statement. Many states accept a general statement that the company may engage in any lawful activity; others want specifics.
- Duration. Most entities are perpetual, but you can set an end date if the business has a defined lifespan.
- For corporations only, the total number of authorized shares and any classes of stock with their rights.
- In some states, the names of initial members (LLC) or directors (corporation).
File With the State
Most states accept formation documents online through the Secretary of State’s website, and paper filing by mail is available in every state. You pay the filing fee at submission — credit card online, check by mail. Across the 50 states, fees run from as low as $25 to over $500 depending on the state and entity type.
Processing times are all over the map. Some states approve online filings in minutes; others take days or weeks for standard processing. Expedited service is usually available for an extra fee, from around $50 for next-business-day in some states to several hundred dollars for same-day or one-hour turnaround in others.
A few states let you request a delayed effective date, so you can file now but have the company officially start up to 90 days later. That can be useful for lining up formation with a quarter start or a funding close.
A handful of states — including Arizona, Nebraska, and New York — require newly formed LLCs to publish a notice of formation in local newspapers. New York is the costliest; publication there can run $1,200 or more depending on the county. A few other states require publication for corporations. Skipping it where required can suspend your authority to do business in that state.
Once the state approves the filing, you get a stamped copy of your formation documents (or an electronic confirmation) and a unique entity ID number. Hold onto it. Banks, landlords, and business partners will ask for it when you open accounts, sign leases, or enter contracts.
Get an EIN From the IRS
After state approval, apply for an Employer Identification Number from the IRS. The EIN is your business’s federal tax ID, used for tax returns, business bank accounts, and payroll. Every LLC, corporation, and partnership needs one.3Internal Revenue Service. Employer Identification Number
The online application at IRS.gov is free and issues the number immediately on approval. It has to be completed in a single session, and it asks for the Social Security number or taxpayer ID of the person responsible for the business. If you can’t apply online, you can file Form SS-4 by fax or mail. The IRS warns that you should never pay a third-party site for an EIN; the service is always free from the IRS directly.4Internal Revenue Service. Get an Employer Identification Number
Finish state registration before applying. If the state hasn’t processed your formation yet, the IRS application can be delayed.4Internal Revenue Service. Get an Employer Identification Number
Put Internal Governance Documents in Place
Formation documents create the company. They don’t say how it actually runs. Internal governance documents fill that in, and while you don’t file them with the state, they matter for protecting your liability shield and settling disputes between owners.
Operating Agreements and Bylaws
LLCs use an operating agreement to spell out each member’s ownership percentage, profit and loss splits, management decisions, and what happens if a member exits or the business dissolves. California, Delaware, Maine, Missouri, and New York legally require LLCs to have one. Even where it isn’t required, a written agreement is strongly recommended; without it, your state’s default LLC statute controls those issues, and the defaults may not match what you and your co-owners intended.
Corporations use bylaws to govern board meetings, officer elections, dividends, and the rest of corporate housekeeping — board size, filling vacancies, what counts as a quorum, officer duties. Corporations should also keep written minutes of board and shareholder meetings. Minutes are evidence that the company is operating as a separate entity rather than an extension of its owners.
Ownership Records
Document ownership formally. Corporations issue stock certificates recording the number and class of shares each shareholder holds. LLCs may issue membership certificates or just record ownership percentages in the operating agreement. These records matter if ownership is ever disputed, if the company takes on investors, or if an owner wants to sell their interest.
Register in Any Other States You Operate In
If the company does business in a state other than the one where it was formed, you probably need to file a foreign qualification there. The trigger is whether you’re “transacting business” in that state. Most states leave the term loosely defined, and courts weigh factors like whether you have a physical office, employees, or inventory there.
Operating in a state without registering has real consequences. The most common penalty is losing the right to file or maintain a lawsuit in that state’s courts until you register and pay all overdue fees. Some states also impose fines or charge back-dated fees from when you started doing business. Foreign qualification means filing a registration form, paying a fee, and appointing a registered agent in the new state.
Handle State Taxes and Business Licenses
State formation and a federal EIN don’t register you for state and local obligations. Depending on what the business does and where, you may need several more registrations before opening.
If you sell taxable goods or services, most states require a sales tax permit through the state’s department of revenue or taxation. If you have employees, you’ll register for state income tax withholding and state unemployment insurance. These are separate from your EIN, and often handled by different state agencies than the one that processed your formation.
Many businesses need licenses or permits on top of the state registration. Local governments often require a general business license or occupancy permit, and specific industries — food service, construction, healthcare, professional services — usually need specialized licenses from state regulators. City or county zoning rules can also limit where you can operate. Check with both your state’s licensing agency and your local city hall or county clerk’s office before opening.
Keep Up With Annual Reports
Registration isn’t a one-time event. Nearly every state requires periodic reports, usually annually, sometimes every two years, to keep the state’s records current. The report typically confirms your address, registered agent, and the names of owners or directors. Filing fees range from nothing in a few states to several hundred dollars a year.
Missing a deadline triggers late fees, but the bigger risk is administrative dissolution. If the state dissolves your company for failing to file, you lose authority to conduct business, you may be unable to bring lawsuits, and your personal liability protection can be compromised. Owners and managers who keep operating after administrative dissolution may be personally liable for debts the business takes on during that period.
Most states let you reinstate a dissolved company by filing the overdue reports and paying the outstanding fees and penalties. Reinstatement generally “relates back” to the dissolution date, so legally it’s as if the dissolution never happened. Courts haven’t always extended that protection to owners who continued operating the business as a personal venture during the dissolution period.
Many later steps — business loans, government contract bids, registering in a new state, license renewals — require a Certificate of Good Standing from your home state confirming you’re current on filings and fees. Keeping annual reports on time is the simplest way to make sure you can get one when you need it.
Beneficial Ownership Reporting
If you’ve read older guides, you may expect to file a Beneficial Ownership Information report with the Financial Crimes Enforcement Network. Under an interim final rule published in March 2025, all entities formed in the United States are exempt from that requirement.5FinCEN.gov. Beneficial Ownership Information Reporting The obligation now applies only to entities formed under foreign law that have registered to do business in a U.S. state or tribal jurisdiction.6Federal Register. Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension If you’re forming a domestic company, there’s no BOI filing. This area has shifted several times since 2024, so if you’re reading this long after publication, check FinCEN’s site for the current status.