To register a new business in the United States, you choose a legal structure, file formation documents with your state’s Secretary of State, obtain an Employer Identification Number from the IRS, and then complete any licenses, tax registrations, and local permits your industry and location require. Sole proprietorships and general partnerships skip the state filing entirely; LLCs and corporations do not. Most straightforward formations wrap up in a few weeks once you have the right information in hand.
Step 1: Choose a Legal Structure
This decision shapes your paperwork, your taxes, and whether your personal assets are exposed if the business is sued. Fixing it later is expensive, so it’s worth a careful call now.
A sole proprietorship is the default. Start doing business without filing anything and you’re already operating as one. You and the business are the same legal person, so business debts are your personal debts. A general partnership works the same way with two or more owners.
A limited liability company puts a wall between your personal finances and the business. If the LLC is sued or can’t pay its debts, creditors generally can’t reach your house or savings. LLCs also give you flexibility on how profits are split and how the business is taxed.
Corporations create the strongest separation. A corporation is its own legal entity, run by a board of directors, and it can issue stock. The tradeoff is more paperwork, stricter governance, and, for C corporations, the possibility of profits being taxed twice: once at the corporate level and again when distributed as dividends.
An LLC or corporation can also elect S corporation tax treatment by filing IRS Form 2553. The election must be made no later than two months and 15 days after the beginning of the tax year you want it to take effect, or any time during the preceding tax year.1Internal Revenue Service. Instructions for Form 2553 An S corp election lets profits pass through to owners’ personal returns while keeping the entity’s liability protection.
Step 2: Pick and Lock Down a Business Name
Every state requires that your business name be distinguishable from entities already on file. Check availability through your Secretary of State’s online business search, which is free in most states. If your name is too close to an existing registration, the state will reject your formation documents.
Once the name clears, most states let you reserve it before you file. Reservations typically cost between $10 and $50 and hold the name for 30 to 120 days depending on the state. That buys time to finish your paperwork without someone else grabbing the name.
Planning to operate under a name different from your legal entity name? You’ll need a DBA (doing business as), sometimes called a fictitious name or trade name. Sole proprietors and partnerships almost always need one, since their default legal name is just the owner’s personal name. DBA filings are usually handled at the county level for a modest fee, and some states also require you to publish the DBA in a local newspaper.
One boundary worth knowing: registering a business name with the state does not give you trademark rights. If brand protection matters, a separate federal trademark application through the U.S. Patent and Trademark Office is a different process.
Step 3: File Formation Documents With the State
Sole proprietorships and general partnerships file nothing with the state. For everyone else, the core filing is the Articles of Organization (for LLCs) or the Articles of Incorporation (for corporations). Most Secretary of State offices post fillable templates on their websites.
The documents are short but need to be accurate. You’ll typically provide:
- The exact entity name you confirmed as available.
- Your registered agent’s name and address.
- A brief business purpose (many states accept a general-purpose statement).
- The names and addresses of the organizers forming the entity.
- For LLCs, whether the company is managed by its members or by appointed managers.
Every state requires a registered agent with a physical street address in the state where the entity is formed. A P.O. box won’t work. The agent must be available during normal business hours to accept service of process, tax notices, and other official mail. You can serve as your own agent, but many owners hire a service to keep their home address off the public record.
Filing fees vary widely. Initial LLC formation fees run roughly from $35 to $500 depending on the state, with most falling around $100 to $150. Corporation filing fees land in a similar range. Online portals confirm receipt immediately and process faster than paper submissions. After approval, you’ll receive a Certificate of Formation (or Certificate of Organization) or a stamped copy of your articles, which is your proof that the entity legally exists. Processing generally takes a few business days to a couple of weeks, with expedited options available in many states for an extra fee.
Step 4: Put Your Internal Governance Document in Place
Your articles create the entity. They don’t say how it operates. That’s the job of an operating agreement (LLCs) or bylaws (corporations). Neither gets filed with the state, but both matter.
An operating agreement helps protect your LLC’s limited liability status. Without one, a court might treat your LLC as indistinguishable from a sole proprietorship or partnership, defeating the point of forming the entity.2U.S. Small Business Administration. Basic Information About Operating Agreements The agreement covers ownership percentages, profit distribution, decision-making authority, and what happens when an owner leaves or the business dissolves. Skip it and your state’s default LLC rules fill the gaps, and those defaults rarely match what the owners actually intended.
Corporate bylaws do the same job for corporations: how the board operates, how meetings run, how officers are appointed. Keep either document with your core business records and update it when circumstances change.
Step 5: Get an Employer Identification Number
Once your state formation is complete, apply to the IRS for an Employer Identification Number. An EIN is essentially a Social Security number for your business. You need it to open a business bank account, hire employees, and file federal taxes.3Internal Revenue Service. Get an Employer Identification Number The IRS recommends forming your entity with the state first; otherwise, your application may be delayed.
The fastest route is the IRS online EIN application, which issues a number immediately on approval. The system runs Monday through Friday from 6:00 a.m. to 1:00 a.m. Eastern, with reduced weekend hours.3Internal Revenue Service. Get an Employer Identification Number Complete the application in one session, since it times out after 15 minutes of inactivity, and note that you’re limited to one EIN per responsible party per day. If you can’t apply online, such as when your principal business is outside the U.S., Form SS-4 can be submitted by fax or mail.
The application asks you to name a responsible party: an individual who owns, controls, or directly manages the entity’s funds and assets. It must be a person, not another business entity.4Internal Revenue Service. Responsible Parties and Nominees Nominees cannot apply for an EIN. The whole process is free. Third-party sites that charge fees for EIN applications are selling you something the IRS gives away.
Step 6: Handle Licenses and Tax Registration
A state-approved entity doesn’t automatically mean you can open your doors. Depending on your industry and location, you may need federal, state, and local licenses before you start operating.
At the federal level, certain regulated activities require specific licenses. Businesses involved in agriculture, alcohol, firearms, aviation, broadcasting, or commercial fishing, among others, must obtain permits from the relevant federal agency before operating.5U.S. Small Business Administration. Apply for Licenses and Permits Most small businesses won’t need one, but check if your industry is on the list.
State and local requirements are where it gets granular. Common examples include general business licenses from your city or county, zoning permits confirming your location is approved for commercial activity, and industry-specific permits for food service, construction, health care, and similar fields. Fees and requirements vary a lot, so check with both your state’s business licensing office and your local city or county clerk.
If your business sells taxable goods or services, register for a sales tax permit with your state’s tax authority before your first sale. This is separate from your entity registration and is typically free. Selling to customers in other states can trigger sales tax obligations there too. Since the 2018 Supreme Court decision in South Dakota v. Wayfair, most states require out-of-state sellers to collect and remit sales tax once they exceed a revenue threshold in that state, commonly $100,000 in annual sales. Thresholds vary by state, so online sellers need to track where their customers are.
Step 7: Register in Other States If You Operate There
If your business operates in a state other than where it was formed, that second state will likely require you to register as a foreign entity. “Foreign” here just means out-of-state, not international. The process is called foreign qualification and typically involves filing a copy of your formation documents, paying a filing fee, and appointing a registered agent in the new state.
States generally expect you to register if you have employees, own or lease property, pay taxes, or make substantial sales in their jurisdiction. Skipping the step can result in fines, loss of the right to enforce contracts in that state’s courts, and back taxes. If you’re not sure whether your activity crosses the line, that’s a good question for an attorney.
Step 8: Stay in Good Standing After Formation
Formation is not the finish line. Most states require LLCs and corporations to file annual or biennial reports to maintain good standing. These are usually simple updates confirming your business address, registered agent, and officer or member information. Filing fees range from $0 to several hundred dollars, with most under $100.
Missing an annual report deadline is one of the fastest ways to get your entity administratively dissolved. Once that happens, the business is legally prohibited from conducting normal operations, and people who keep doing business on behalf of a dissolved entity can be held personally liable for debts incurred during that period. Reinstatement is possible in most states, but it involves back fees, penalties, and paperwork you could have avoided with a calendar reminder.
Some states also impose franchise taxes or other annual fees separate from the annual report. Check your state’s tax authority website to see what’s owed and when. Missing these payments can trigger the same dissolution consequences.
What About Beneficial Ownership Reporting?
The Corporate Transparency Act originally required most new businesses to report beneficial owners to the Financial Crimes Enforcement Network within 30 days of formation. An interim final rule effective March 2025 exempted all entities created in the United States from that requirement.6Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting As of 2026, the BOI reporting obligation applies only to entities formed under foreign law that register to do business in a U.S. state.7Federal Register. Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension If you’re forming a domestic LLC or corporation, you currently have no BOI filing obligation. This area has seen multiple legal challenges and rule changes since 2024, so it’s worth checking FinCEN’s website before you assume the rules haven’t shifted again.