How to Register a Company in the USA

Registering a company in the United States is one of the most strategic business decisions entrepreneurs can make. Whether you're a local startup founder or an international entrepreneur seeking to expand into North American markets, establishing a legal business entity in the U.S. opens doors to global investment, access to the world’s largest consumer market, and enhanced credibility with clients and partners. The process, while structured and well-documented, involves multiple legal, financial, and administrative steps that vary depending on your business structure, location, and industry. This comprehensive guide walks you through every phase of registering a company in the USA—from choosing the right business entity to obtaining federal and state-level approvals—so you can launch with confidence and compliance.

The U.S. does not have a centralized national business registry. Instead, each of the 50 states and territories maintains its own rules for business formation, taxation, and reporting. This decentralized system offers flexibility but demands careful planning. A poorly structured registration can lead to penalties, loss of liability protection, or operational delays. This guide eliminates guesswork by providing a clear, step-by-step roadmap grounded in current regulations and real-world practices. By the end, you’ll understand not only how to register your company, but why each step matters—and how to avoid common pitfalls that derail new businesses.

Step-by-Step Guide

Step 1: Determine Your Business Structure

Before filing any paperwork, you must choose the legal structure of your company. The structure you select affects your taxes, personal liability, fundraising ability, and ongoing compliance obligations. The four most common business structures in the U.S. are:

• Sole Proprietorship – The simplest form, where you and your business are legally the same entity. No formal registration is required in most states, but you won’t benefit from limited liability protection.
• Partnership – Includes general partnerships (GP) and limited partnerships (LP). Partners share profits, losses, and liabilities. A partnership agreement is strongly recommended but not always legally required.
• Limited Liability Company (LLC) – Offers liability protection for owners (called members), flexible taxation options (can be taxed as a sole proprietorship, partnership, or corporation), and fewer formalities than corporations. LLCs are the most popular choice for small to medium-sized businesses.
• Corporation – Includes C-Corporations and S-Corporations. Corporations are separate legal entities that provide the strongest liability protection. C-Corps are subject to double taxation (corporate income tax and shareholder dividends tax), while S-Corps avoid this through pass-through taxation but have ownership restrictions.

For most startups and small businesses, an LLC is the optimal starting point. It balances protection, simplicity, and tax efficiency. If you plan to seek venture capital or go public in the future, a C-Corporation may be more suitable. Consult a business attorney or tax advisor if you’re uncertain.

Step 2: Choose a Unique Business Name

Your business name is your brand’s first impression. It must be unique within your state and comply with naming rules. Most states prohibit names that are misleading, identical to existing businesses, or include restricted words like “Bank,” “Insurance,” or “University” without special licensing.

To ensure availability:

1. Search your state’s business entity database. Most Secretary of State websites offer free online search tools. For example, California’s bizfileOnline portal or New York’s Division of Corporations database.
2. Check federal trademark databases via the U.S. Patent and Trademark Office (USPTO) at uspto.gov/trademarks/search to avoid infringing on existing trademarks.
3. Verify domain name availability using registrars like GoDaddy or Namecheap. Securing a matching .com domain is critical for online branding.
4. Ensure your name is usable on social media platforms. Consistency across platforms strengthens brand recognition.

Once you’ve confirmed your name is available, you may reserve it in some states for a small fee (typically $10–$100) to prevent others from registering it while you complete your formation paperwork.

Step 3: Appoint a Registered Agent

A registered agent (also called a resident agent) is a person or company designated to receive legal and government documents on behalf of your business. This includes service of process (lawsuits), tax notices, and compliance correspondence. Every state requires a registered agent with a physical street address (not a P.O. box) within the state where your company is registered.

You can serve as your own registered agent if you have a physical address in the state and are available during business hours. However, most business owners opt for a professional registered agent service for privacy, reliability, and compliance assurance. Services like LegalZoom, Incfile, or Northwest Registered Agent offer this for $50–$300 annually.

Choosing a professional agent ensures you never miss a deadline or legal notice, even if you travel or relocate. It also protects your personal address from public records—many states publish registered agent details online.

Step 4: File Articles of Organization (LLC) or Articles of Incorporation (Corporation)

This is the official document that creates your business entity at the state level. The name and content vary by structure and state:

• LLCs file Articles of Organization.
• Corporations file Articles of Incorporation.

These documents typically include:

• Business name and address
• Registered agent name and address
• Names and addresses of organizers or incorporators
• Duration of the business (often “perpetual”)
• Management structure (member-managed or manager-managed for LLCs; board of directors for corporations)
• Statement of purpose (some states allow a general statement like “any lawful business”)

File these documents with your state’s Secretary of State or equivalent agency. Most states allow online filing, which is faster and cheaper than mailing. Fees range from $40 in Kentucky to $500 in Massachusetts, with an average of $100–$150.

Processing times vary. Online filings are often approved within 1–7 business days. Mail filings can take 2–8 weeks. Expedited services are available in many states for an additional fee.

Step 5: Create an Operating Agreement (LLC) or Bylaws (Corporation)

While not always legally required, an Operating Agreement for LLCs and Bylaws for corporations are essential internal documents that define how your business will operate. These are not filed with the state but should be kept with your business records.

Operating Agreement (LLC) should include:

• Ownership percentages of each member
• Roles and responsibilities of managers or members
• Voting rights and decision-making procedures
• Profit and loss distribution
• Rules for adding or removing members
• Buy-sell provisions and dissolution terms

Corporate Bylaws should cover:

• Structure of the board of directors
• Meeting schedules and notice requirements
• Officer roles (CEO, CFO, Secretary)
• Stock issuance and transfer rules
• Amendment procedures

These documents prevent disputes among owners and provide clarity during audits or legal challenges. Templates are available online, but customizing them with legal counsel is recommended for multi-member or complex structures.

Step 6: Obtain an Employer Identification Number (EIN)

An Employer Identification Number (EIN), also known as a Federal Tax ID, is issued by the Internal Revenue Service (IRS) and is required for nearly all business entities. Even if you don’t plan to hire employees, you’ll need an EIN to open a business bank account, apply for licenses, and file taxes.

Applying for an EIN is free and can be done online through the IRS website at irs.gov/ein. The process takes less than 10 minutes and provides your number immediately upon submission. You’ll need:

• Your legal name and Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN)
• Your business structure and formation date
• Reason for applying (e.g., opening a bank account, hiring employees)

International applicants without an SSN can still obtain an EIN by completing Form SS-4 and submitting it by fax or mail. The IRS provides detailed instructions for foreign applicants on its website.

Step 7: Register for State and Local Taxes

After obtaining your EIN, you must register for state-level taxes. Requirements vary by state and business activity:

• Sales Tax Permit – Required if you sell tangible goods or certain services. Register with your state’s Department of Revenue or Taxation.
• State Income Tax Withholding – Needed if you hire employees. Set up payroll tax accounts to withhold and remit state income taxes.
• Unemployment Insurance Tax – Mandatory for employers. Administered by state workforce agencies.
• Industry-Specific Licenses – Certain professions (e.g., contractors, cosmetologists, accountants) require state licensing.

Use the IRS’s State Government Contacts page to find your state’s tax agency. Many states offer centralized portals (e.g., “One-Stop Business Registration”) to streamline multiple registrations.

Step 8: Apply for Business Licenses and Permits

Most businesses need local licenses or permits to operate legally. These are issued by city, county, or municipal governments and depend on your location and industry.

Common licenses include:

• General Business License – Required in most cities and counties.
• Zoning Permit – Ensures your business location complies with land-use regulations.
• Health Department Permit – For restaurants, food trucks, or healthcare providers.
• Sign Permit – For outdoor signage.
• Professional Licenses – For lawyers, doctors, real estate agents, etc.

To find requirements:

• Visit your city or county’s official website and search for “business license” or “business permit.”
• Use the U.S. Small Business Administration’s (SBA) Local Assistance tool to connect with your local Small Business Development Center (SBDC).
• Consult your state’s business portal for links to local licensing offices.

Failure to obtain required licenses can result in fines, operational shutdowns, or loss of legal protections. Always verify requirements before opening your doors.

Step 9: Open a Business Bank Account

Separating personal and business finances is not just a best practice—it’s a legal necessity if you’ve formed an LLC or corporation. Mixing funds can jeopardize your liability protection and trigger IRS scrutiny.

To open a business bank account, you’ll typically need:

• Articles of Organization or Incorporation
• Your EIN
• Business license or permit
• Operating Agreement or Bylaws
• Personal identification (driver’s license or passport)

Choose a bank that offers business-friendly features: low fees, online banking, mobile check deposit, and integration with accounting software like QuickBooks or Xero. Credit unions often offer lower fees and personalized service for small businesses.

Some banks require a minimum deposit or monthly balance. Shop around and compare terms before committing.

Step 10: Comply with Ongoing Requirements

Registration is just the beginning. U.S. businesses must maintain compliance to retain good standing and avoid penalties:

• Annual Reports – Most states require LLCs and corporations to file an annual or biennial report. Fees range from $0 (in Texas) to $800 (in California).
• Tax Filings – Federal taxes (Form 1120 for C-Corps, Form 1065 for LLCs taxed as partnerships, Form 1040 Schedule C for sole proprietors) are due annually. State taxes vary.
• Renew Licenses – Business licenses and professional permits often require annual renewal.
• Update Registered Agent – Notify your state if your agent or business address changes.
• Record Keeping – Maintain minutes of meetings, financial records, contracts, and tax documents for at least 7 years.

Set calendar reminders for all deadlines. Many business owners use accounting software or hire a bookkeeper to manage compliance. Ignoring requirements can lead to administrative dissolution—meaning your business is no longer legally recognized.

Best Practices

1. Prioritize Legal Structure Based on Long-Term Goals

Don’t choose an LLC simply because it’s popular. If you plan to raise venture capital, a C-Corporation is preferred by investors due to its stock structure and tax flexibility. If you’re a solo freelancer with low liability risk, a sole proprietorship may suffice. Evaluate your growth trajectory, funding needs, and exit strategy before deciding.

2. Use Professional Services for Critical Tasks

While DIY registration is possible, using a reputable formation service or attorney for complex structures saves time and reduces risk. Services like LegalZoom, Incfile, or ZenBusiness handle document preparation, registered agent services, and compliance reminders. For multi-state operations or international founders, legal counsel is highly recommended.

3. Maintain Corporate Formalities

LLCs and corporations must observe corporate formalities to preserve limited liability. This includes holding annual meetings, documenting major decisions in writing, and keeping separate financial records. Failing to do so can lead to “piercing the corporate veil,” where courts hold owners personally liable for business debts.

4. Register in the Right State

Many entrepreneurs assume Delaware or Nevada are the best states to incorporate due to favorable tax laws. While these states offer benefits like privacy and no corporate income tax, they’re only advantageous if you’re not operating elsewhere. If you conduct business in California, you’ll still need to register as a foreign entity there and pay California taxes. Register where you’re physically operating to avoid double taxation and compliance burdens.

5. Keep Accurate and Organized Records

Document everything: contracts, invoices, bank statements, tax filings, and meeting minutes. Digital storage with cloud backups is ideal. Use accounting software to automate bookkeeping and generate financial reports. Clean records simplify audits, loan applications, and investor due diligence.

6. Understand Your Tax Obligations Early

Business taxes are complex. Know whether you’re subject to federal, state, local, sales, payroll, or self-employment taxes. Schedule a consultation with a CPA familiar with small business taxation. Consider quarterly estimated tax payments to avoid penalties. Don’t wait until April to discover you owe thousands.

7. Protect Your Brand Proactively

Register your business name as a trademark with the USPTO if it’s unique and central to your brand. Trademark protection prevents others from using a confusingly similar name and adds value to your business. The filing fee is $250–$350 per class of goods/services, and the process takes 6–12 months.

8. Plan for Remote or Multi-State Operations

If you operate across state lines, you may need to register as a “foreign entity” in each state where you have a physical presence, employees, or significant sales. This triggers additional filing fees and tax obligations. Use tools like Avalara or TaxJar to manage multi-state sales tax compliance.

Tools and Resources

Official Government Resources

• U.S. Small Business Administration (SBA) – sba.gov – Offers free guides, templates, and local assistance through SBDCs and SCORE mentors.
• IRS Business Tax Portal – irs.gov/businesses – Central hub for EIN applications, tax forms, and employer responsibilities.
• USPTO – Trademark Search – uspto.gov/trademarks/search – Free database to check for existing trademarks.
• State Secretary of State Websites – Each state has its own business registration portal. Search “[State] Secretary of State business registration” for direct links.

Business Formation Services

• LegalZoom – Comprehensive package including name search, document filing, registered agent, and compliance reminders. Starts at $0 + state fee.
• Incfile – Low-cost formation with free registered agent service for the first year. Offers LLC, S-Corp, and C-Corp packages.
• Northwest Registered Agent – Premium service focused on privacy and customer support. Includes registered agent and document filing.
• ZenBusiness – User-friendly platform with annual compliance tracking and business banking partnerships.

Accounting and Compliance Software

• QuickBooks Online – Industry-standard accounting software for invoicing, expense tracking, and tax preparation.
• Xero – Cloud-based accounting ideal for small businesses with international transactions.
• Wave – Free accounting software for solopreneurs and micro-businesses.
• Avalara – Automates sales tax calculation, filing, and remittance across 13,000+ U.S. jurisdictions.
• TaxJar – Simplifies multi-state sales tax compliance for e-commerce businesses.

Legal and Financial Advisors

While not mandatory, professional guidance is invaluable:

• Business Attorney – Helps draft operating agreements, review contracts, and structure ownership.
• CPA or Tax Advisor – Ensures correct tax classification, filing, and deductions.
• Business Coach or Mentor – Available through SCORE.org for free one-on-one advice.

Real Examples

Example 1: Sarah’s Online Boutique (LLC in Texas)

Sarah, a freelance designer in Austin, wanted to sell handmade jewelry online. She chose an LLC for liability protection and tax flexibility. She searched for “LuxeBeads” on the Texas Comptroller’s website and confirmed availability. She reserved the name for $40, hired Northwest Registered Agent for $125/year, and filed her Articles of Organization online for $300. She obtained an EIN from the IRS, registered for a Texas sales tax permit, and opened a business account with Chase. She used QuickBooks to track expenses and filed her annual report for $0 (Texas doesn’t charge). Within 30 days, her business was fully operational and compliant.

Example 2: Tech Startup Incorporating as a C-Corp in Delaware

A team of three developers in Seattle built a SaaS platform and sought $500,000 in angel funding. Their attorney recommended a Delaware C-Corporation due to investor preference and corporate law familiarity. They filed Articles of Incorporation in Delaware for $89, appointed a registered agent, and created bylaws. They applied for an EIN and registered as a foreign corporation in Washington state, where they operated. They opened a business bank account with Silicon Valley Bank and hired a CPA to manage payroll and equity issuance. Two months later, they closed their seed round.

Example 3: Food Truck Operator in Chicago

Carlos, a chef from Mexico, launched a taco truck in Chicago. He registered as a sole proprietorship initially, then upgraded to an LLC after expanding to three trucks. He obtained a city business license, health department permit, and food handler certification. He registered for Illinois sales tax and applied for a mobile food vendor permit. He used Wave for accounting and filed quarterly sales tax returns. His business now employs five people and generates $400,000 annually.

Example 4: International Founder Registering in California

A software engineer from Germany wanted to launch a mobile app company. He didn’t live in the U.S. but planned to hire U.S.-based developers. He formed a C-Corporation in California, appointed a registered agent with a San Francisco address, and obtained an EIN using Form SS-4 by fax. He opened a business bank account with a U.S. bank that accepts foreign owners. He hired a U.S. accountant to handle payroll taxes and quarterly filings. His company now operates legally and complies with all federal and state requirements.

FAQs

Can I register a company in the USA as a non-resident?

Yes. Non-residents can form an LLC or corporation in any U.S. state without needing a visa or Social Security Number. You’ll need a registered agent with a U.S. physical address and an EIN. Some banks may require an in-person visit or additional documentation, but it’s legally possible.

How long does it take to register a company in the USA?

Online filings typically take 1–7 business days. Mail filings can take 2–8 weeks. Expedited services (same-day or next-day) are available in most states for an additional fee.

Do I need a U.S. address to register a company?

You need a physical street address for your registered agent, but not necessarily for your business operations. Many entrepreneurs use registered agent services to satisfy this requirement without maintaining a physical office.

What’s the difference between an LLC and a corporation?

LLCs offer flexibility in management and taxation with fewer formalities. Corporations have more rigid structures (boards, shareholders, annual meetings) but are preferred by investors and offer stronger liability protection. LLCs are taxed as pass-through entities by default; corporations are taxed separately unless they elect S-Corp status.

Do I need to hire employees to register a company?

No. You can register a company even if you’re the only owner. An EIN and business bank account are still required, regardless of whether you have employees.

How much does it cost to register a company in the USA?

Costs vary by state and structure. Typical expenses include:

• State filing fee: $40–$500
• Registered agent: $50–$300/year
• Business license: $0–$500 (varies by city)
• Trademark filing: $250–$350
• Professional services: $0–$2,000

Overall, most small businesses can register for under $500 if done independently.

What happens if I don’t register my business?

Operating without proper registration exposes you to legal and financial risks. You may face fines, lose liability protection, be unable to open a business bank account, or be barred from bidding on contracts. In some cases, you may be held personally liable for business debts or lawsuits.

Can I change my business structure later?

Yes. You can convert an LLC to a corporation (or vice versa) through a process called “conversion” or “reorganization.” This requires filing new documents with your state and potentially updating your EIN and tax elections. Consult a tax professional before making changes.

Do I need a business license for an online business?

Yes. Even if you operate entirely online, you still need a general business license from your city or county. You may also need sales tax permits if you sell taxable goods or services.

How do I dissolve a company in the USA?

To dissolve a company, file Articles of Dissolution with your state, settle all debts, distribute remaining assets, cancel licenses, and file final tax returns. Failure to formally dissolve can result in ongoing fees and penalties.

Conclusion

Registering a company in the USA is not a one-time event—it’s the foundation of a legally protected, financially sound, and scalable business. By following this guide, you’ve gained a clear understanding of the entire process: from selecting the right structure and name, to filing state documents, obtaining tax IDs, securing licenses, and maintaining ongoing compliance. Each step is designed to protect your assets, establish credibility, and position your business for long-term success.

The U.S. business environment rewards preparation, attention to detail, and proactive compliance. While the system may seem complex, the tools, resources, and services available today make it more accessible than ever. Whether you’re launching a local service business, an e-commerce store, or a tech startup, the principles remain the same: choose wisely, document thoroughly, and stay compliant.

Don’t rush the process. Take time to research, consult professionals when needed, and build systems that support growth. The effort you invest now will save you time, money, and stress for years to come. Your company is more than a legal entity—it’s your legacy. Register it right, and let it thrive.