Business Incorporation · United StatesThe state and entity you choose shape every US filing that follows. We help you choose before you file.
We form LLCs and corporations for US owners and founders based abroad, file with the state, and put the company records and tax elections in place so the business starts in good standing.
Business & Incorporation
At a glance
- Authorities
- Secretary of State (state business filing office) · Internal Revenue Service (IRS)
- Forms & references
- Certificate of FormationArticles of OrganizationCertificate of IncorporationForm 8832Form 2553
- Filed with
- Secretary of State or equivalent in the chosen state
- Common structures
- LLC, C corporation, S corporation election
- Required in every state
- A registered agent with a physical in-state address
- Typical timing
- Days to a few weeks, depending on the state
Overview
What it is, and why it matters.
US companies are formed under state law, not federal law. You file a formation document with a state’s business filing office, usually the Secretary of State, and the company exists once the state accepts it. There is no national company register.
The two decisions that matter most are the state and the entity. Forming in the state where you operate is usually simplest. Forming elsewhere, such as Delaware or Wyoming, can make sense, but you will generally also have to register as an out-of-state (“foreign”) company in any state where you actually do business.
Formation also sets the tax starting point. A single-member LLC is disregarded for income tax by default, a multi-member LLC is taxed as a partnership, and either can elect corporate or S corporation treatment. Getting that election right, and filing it on time, is part of forming the company properly.
Who needs it
Who typically needs it.
- 01
Founders based outside the US
Non-residents in Pakistan, the UK and elsewhere who need a US entity to contract with US clients, sell to US customers or hold US assets.
- 02
US freelancers and sole proprietors
Owners who want to separate business and personal liability, or are preparing for an S corporation election.
- 03
Start-ups planning to raise investment
Teams that need a Delaware C corporation with founder shares, bylaws and board consents in place from the start.
- 04
Foreign companies expanding into the US
Businesses setting up a US subsidiary to hire, hold inventory or sign US contracts in their own name.
- 05
Co-founders and family businesses
Partners who want a multi-member LLC with clear ownership percentages and pass-through tax treatment.
When you need it
The moments that usually trigger it.
- A US client will only sign a contract with a US entity.
- A payment platform or marketplace has asked for a US business entity and EIN.
- Investors have asked you to set up a Delaware C corporation before they fund.
- Your sole proprietorship has grown and you want limited liability or an S corporation election.
- You plan to hire in the US and need a US company to act as the employer.
- Your company, formed in one state, now has staff or an office in another.
Scope
Exactly what we handle.
Our engagement letter lists these specifically, so you know what is included before any work begins.
- 01
Comparing states and entity types for your plans, including annual fees, franchise taxes and reporting
- 02
Checking name availability and preparing and filing the formation document
- 03
Arranging registered agent service in the formation state
- 04
Standard operating agreements or bylaws, initial consents and the ownership record
- 05
Tax classification elections, including Form 8832 or Form 2553 where they make sense
- 06
Registering the company as an out-of-state entity in other states where it does business
- 07
Moving straight on to the EIN application, so the company can open a bank account
- 08
A compliance calendar covering annual reports, franchise taxes and the first federal returns
The process
How it runs, step by step.
Timings depend on the authority and on how quickly documents come together. We tell you what’s typical for your case at the start.
Start with a conversationScoping call
We talk through where you live, where you will operate, who owns the company and whether you plan to raise investment, then recommend a state and entity with our reasons.
Details and documents
You confirm the company name, owners, managers or directors and addresses, and send identification for each owner.
State filing
We file the formation document with the state, naming the registered agent, and send you the approved copy once it is accepted.
Company records
We prepare the operating agreement or bylaws, initial consents and the ownership record for you to sign.
EIN and elections
We apply for the EIN and file any tax classification election, such as Form 2553 for S corporation status, within its deadline.
Handover
You receive a document pack for your bank and a calendar of the state and federal filings the company now has.
What we’ll need
The information to have ready.
A typical checklist. After the first conversation we send a version specific to your situation, so you don’t gather anything you don’t need.
About the company
- Two or three name options
- Preferred state and a short description of the business
- Business and mailing address, which can be outside the US in most states
- Whether an LLC will be run by its members or by appointed managers
About each owner
- Full legal name and residential address
- Passport or other government photo ID
- Ownership percentage or number of shares
- SSN or ITIN, if the owner has one
For corporations
- Directors and officers
- Number of authorized shares and par value
- Any vesting arrangements for founder shares
Please don’t email passports or bank statements. Once we’ve spoken, you’ll get access to a secure upload.
Common mistakes
Where this usually goes wrong.
The problems we are most often asked to fix, and what they tend to cost.
- Mistake 01
Forming in Delaware or Wyoming while operating elsewhere
If your office or staff are in another state, that state will usually require you to register there too, so you pay two sets of fees and file two annual reports. Out-of-state formation suits some businesses, but it should be a deliberate choice.
- Mistake 02
Electing S corporation status with an ineligible owner
A nonresident alien shareholder, a corporate shareholder or a second class of stock ends S corporation status, and the company is taxed as a C corporation from that point.
- Mistake 03
Missing the Form 2553 deadline
The election generally has to be filed within 2 months and 15 days of the start of the tax year it should cover. Late-election relief exists, but it needs a reasonable-cause explanation and is not automatic.
- Mistake 04
No operating agreement or ownership record
Banks ask for them, and without them there is nothing to settle who owns what if a co-founder leaves or a disagreement arises.
- Mistake 05
Letting the annual report or franchise tax lapse
States charge penalties and can administratively dissolve a company that stops filing, which can affect contracts and bank accounts until it is reinstated.
Worth knowing
The limits, stated upfront.
We are not a law firm. Operating agreements and bylaws are prepared from standard templates; bespoke terms, investment documents and shareholder agreements should be drafted or reviewed by a US attorney.
Name approval and processing times are decided by the state filing office, not by us.
Forming a US company does not give any immigration status or right to work in the US.
Where registered agent service comes from a third-party provider, its fees and terms are set by that provider.
Questions
Business Incorporation: frequently asked.
If yours isn’t here, ask us directly. We’ll answer in plain terms.
Ask a questionShould I choose an LLC or a C corporation?
For most owner-managed businesses, an LLC is simpler and cheaper to run and avoids tax at both company and owner level. A C corporation suits companies planning to raise venture capital or reinvest most of their profits, and it is what most investors expect. We set out the tax cost of each for your situation before you file.
How long does it take to form a company?
It depends on the state: some approve filings within days, others take a few weeks, and many offer paid expedited processing. The EIN follows separately, and for founders without an SSN or ITIN it typically adds several days by fax or a few weeks by mail.
Can I use my address outside the US for the company?
Yes, in most states the principal or mailing address can be outside the US. The registered agent, however, must have a physical address in the formation state.
Can a non-US resident own an S corporation?
No. S corporation shareholders must be US citizens or residents, or certain trusts and estates. A company with a nonresident alien owner is taxed instead as a disregarded entity, a partnership or a C corporation, depending on its structure and elections.
Do I need to report beneficial ownership to FinCEN?
Not for a company formed in the US. FinCEN’s final rule, effective August 14, 2026, exempts US-formed companies and their owners from beneficial ownership reporting. We check the position again at formation, as it has changed several times since 2024.
What ongoing filings will the company have?
At state level, usually an annual report and a fee or franchise tax. At federal level, an income tax return every year or, for a foreign-owned single-member LLC, Form 5472 with a pro forma Form 1120, which is needed in almost every case even in a year with no sales.
Related
Often needed alongside this.
The equivalent in our other countries
Speak with a consultant
Talk to us about business Incorporation.
Pick the closest match and we’ll take it from there. You’ll get a written scope and fee before any work begins.
Or use our three-step guide, or email hello@fiscorra.com
