For most small businesses, registering your business is as simple as registering your business name with state and local regulatory agencies. In some jurisdictions, you don’t need to register your business at all. If you conduct business as yourself using your legal name, you won’t need to register anywhere. But remember, if you don’t register your business, you could miss out on personal liability protection, legal benefits, and tax benefits. Be sure to review the business regulations for your state, county and city to ensure your new business is compliant.
Register with federal agencies
Most businesses don’t need to register with the federal government to become a legal entity, other than simply filing to get a federal tax ID. Small businesses sometimes register with the federal government for trademark protection or tax-exempt status.
Register with state agencies
If your business is a limited liability company (LLC), corporation, partnership, or nonprofit corporation, you’ll probably need to register with any state where you conduct business activities. Typically, you’re considered to be conducting business activities in a state when:
- Your business has a physical presence in the state
- You often have in-person meetings with clients in the state
- A significant portion of your company’s revenue comes from the state
- Any of your employees work in the state
- Some states allow you to register online, and some states make you file paper documents in person or through the mail.
- Most states require you to register with the Secretary of State’s office, a Business Bureau, or a Business Agency.
- Identify a registered agent for your company. (That is normally the owner of the business but doesn’t have to be.) This person will be the point of contact with the state’s regulatory agencies.
- If your business is an LLC, corporation, partnership, or nonprofit corporation, you’ll need to identify a registered agent in your state before you file.
- A registered agent receives official papers and legal documents on behalf of your company. The registered agent must be in the state where you register.
File for foreign qualification
If your LLC, corporation, partnership, or nonprofit corporation conducts business activities in more than one state, you might need to form your business in one state (the home state) and then file for foreign qualification in other states where your business is active. This does not apply to businesses that operate only online and have clients all over the country or the world. This applies only if you have in person meetings and conduct business in a physical location in the territory of the state. The state where you form your business will consider your business to be domestic, while every other state will view your business as foreign. Foreign qualification notifies the state that a foreign business is active there.
Foreign qualified businesses typically need to pay taxes and annual report fees in both their state of formation and any state where they’re foreign qualified. To qualify as a foreign entity, you will need to file a Certificate of Authority with the state you will be doing business in. Many states also require a Certificate of Good Standing from your state of formation. Each state charges a filing fee, but the amount varies by state and business structure. Check with state regulatory offices to find out their foreign qualification requirements and fees.
Filing state documents and fees
In most cases, the total cost to register your business will be less than $300, but fees vary depending on your state and business structure.
The information you’ll need to provide typically includes:
- Business name
- Business location
- Ownership, management structure, or directors
- Registered agent information
- Number and value of shares (if you’re a corporation)
Number and value of shares (if you’re a corporation)
The documents you need will vary based on your state and business structure. Let’s look at them one by one:
For LLCs you will most likely need:
- The Articles of Organization – is a simple document that provides the basic structure of your LLC. It includes business information like the company name, address, member names, and the registered agent.
- The Operating Agreement – An operating agreement describes the structure of your company’s financial and functional decisions. It defines how key business decisions are made, as well as each member’s duties, powers, and responsibilities. It’s widely recommended to create an Operating Agreement to protect yourself and your business, even if your state doesn’t mandate it.
For a Limited partnership, you need:
- The Certificate of Limited Partnership
This simple document describes the basic structure of your limited partnership. It notifies the state of the partnership’s existence and contains basic business information like the company name, address, and partner names. Not all states require it, and some states call it by a different name.
- Limited Partnership Agreement
A limited partnership agreement is an internally binding document between all partners that defines how business decisions get made, each partner’s duties, powers, and responsibilities. It’s widely recommended to create one to protect yourself and your business, even if your state doesn’t mandate it.
For a limited liability partnership, you need:
- Certificate of Limited Liability Partnership
This simple document describes the basics of your limited liability partnership. It notifies the state of the partnership’s existence and contains basic business information like the company name, address, and partner names. Not all states require it, and some states call it by a different name.
- Limited Liability Partnership Agreement
A limited liability partnership agreement is an internally binding document between all partners that defines how business decisions get made, each partner’s duties, powers, and responsibilities. It’s widely recommended to create one to protect yourself and your business, even if your state doesn’t mandate it.
For a corporation of any kind, you need:
- The Articles of Incorporation— or a certificate of incorporation — is a comprehensive legal document that lays out the basic structure and function of your business. It’s required by every state when you incorporate. The most common information included in your Articles of Incorporation is the company name, business purpose, number of shares offered, value of shares, directors, and officers.
- Bylaws or resolutions – Bylaws (called resolutions for nonprofits) are the internal governance documents of a corporation. They define how key business decisions are made, as well as officer and shareholders’ duties, powers, and responsibilities. It’s widely recommended to create one to protect yourself and your business, even if your state doesn’t mandate it.
In addition, some states also require you to register your DBA — a trade name or a fictitious name — if you use one.
Author: Sanda Kruger
Sanda is an entrepreneur, real estate investor, health coach and professional dancer. Sanda is an entrepreneur with more than 20-year experience in business development and project management in the fields of life, health and fitness coaching. She is also a real estate investor and a banker, who learned outstanding adapted business strategies, sales and marketing techniques, communication, and goal setting skills, hands-on, through life and work experiences. She is a certified fitness professional and is the creator of two original fitness programs, called BellyCore® Fitness and AquaCor®.
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