To legally create certain business structures in the United States, owners must register the business with the state filing office. After choosing a legal structure and a business name, the next step for many businesses is state registration. For limited liability companies (LLCs) and corporations, filing formation documents with the state is what creates the legal entity. Until those documents are accepted, the business does not formally exist under state law.
Sole proprietorships and general partnerships typically do not require formation filings at the state level, although they may still need licenses or permits depending on their activities.
This article explains what state registration involves, what documents are filed, and what obligations follow once the entity is formed.
Who must register with the state?
Some business structures require state registration to be created. Others do not.
Limited liability companies (LLCs) and corporations are created under state law. To legally exist, they must file formation documents with the appropriate state filing office, typically the Secretary of State or a similar agency.
Sole proprietorships and general partnerships generally do not file formation documents to exist. These structures are formed by the actions of the owner or partners. However, they may still be subject to local licensing, permit, or registration requirements depending on the nature of the business.
Some partnership forms, such as limited partnerships (LPs) or limited liability partnerships (LLPs), may require state filings. Requirements vary by state.
Before proceeding, confirm whether your chosen structure requires formal registration in the state where you plan to operate.
What are the formation documents filed?
For business structures that require state registration, formation begins with filing formal documents with the state.
For a limited liability company (LLC), this document is commonly called the Articles of Organization. For a corporation, it is typically called the Articles of Incorporation. The exact name may vary by state, but the function is the same: the document establishes the entity under state law.
These filings generally include basic information about the business, such as its legal name, business address, registered agent, and management structure. Some states may require additional disclosures.
Once the state accepts the filing, the entity is formally created.
What is the registered agent requirement?
Most states require LLCs and corporations to designate a registered agent as part of the formation process.
A registered agent is an individual or company authorized to receive legal documents and official government correspondence on behalf of the business. This includes service of process in the event of a lawsuit and notices from state agencies.
The registered agent must maintain a physical address in the state of formation. Post office boxes are generally not sufficient.
The registered agent’s information is included in the formation documents and becomes part of the public record. If the registered agent changes, the business must update its records with the state.
Filing fees and state approval
Forming an LLC or corporation requires payment of a state filing fee. The amount varies by state and by entity type. Fee schedules are published by each state filing office. You can find your state’s fee schedule on the website of the Secretary of State or equivalent filing office.
Formation documents are submitted to the appropriate state agency, typically the Secretary of State. Once the filing is reviewed and approved, the state issues confirmation of formation. Depending on the jurisdiction, this may be called a Certificate of Formation, Certificate of Organization, or Certificate of Incorporation.
Approval means the entity has been created under state law. From that point forward, the business exists as a separate legal entity.
Processing times vary by state. Some offer expedited review for an additional fee.
Ongoing state compliance requirements
State registration is not a one-time obligation. Once formed, most LLCs and corporations must maintain ongoing compliance with state requirements.
Many states require annual or periodic reports. These filings update the state on basic information such as the business address, registered agent, or management structure. Some states also impose annual franchise taxes or similar state-level fees.
The business must maintain a registered agent at all times. If the agent or address changes, the state must be notified.
Failure to meet ongoing requirements can result in penalties, loss of good standing, or administrative dissolution, which may suspend the entity’s authority to operate under state law.
Before forming an entity, review the continuing obligations that apply in the state where the business will operate.
Getting started
State registration creates the business under state law. After approval, the entity exists as a separate legal structure. Maintaining that status requires meeting the state’s ongoing reporting and fee requirements.
Before filing, review the rules that apply to your structure in the state where you plan to operate. The Secretary of State or equivalent filing office publishes current forms, fees, and compliance requirements.
Once the entity is formed, the next step for most businesses is obtaining a federal Employer Identification Number (EIN) from the Internal Revenue Service (IRS).
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