Business Formation Documents: What to File and Where

Starting a business comes with a checklist of paperwork. Sitting right at the top are your business formation documents. These documents turn an idea into a legal entity that’s recognized by the state and federal government. The paperwork you’ll need varies based on your business structure. For instance, are you operating as a sole proprietorship, partnership, LLC, or corporation?

Understanding what’s required and where to file, makes the process far smoother, and saves headaches down the road. Let’s start by looking at the core documents every new business should know about.

What is a business formation document?

Business formation documents are the official filings that bring a company into existence in the eyes of the law. They prove your business is a recognized legal entity. These filings vary by structure, but they all serve the same purpose. This is to establish your business with the right authorities and outline the basics of how it will operate.

What are the 4 types of business formation?

“Business formation” usually boils down to four structures: sole proprietorship, partnership, LLC, and corporation. The differences? Flexibility, liability protection, and tax treatment. Here’s a quick snapshot of each:

1. A sole proprietorship is the simplest. It’s just you, operating under your own name or a trade name, with little distinction between you and the business.
2. A partnership formalizes a business between two or more people. It’s straightforward to set up but requires clear agreements to avoid conflict down the road.
3. An LLC strikes a middle ground. It offers personal liability protection without the stricter rules of a corporation, making it a popular choice for small and mid-sized businesses.
4. A corporation is the most structured option. It separates the business entirely from its owners, comes with heavier compliance requirements, but also opens the door to investors and growth.

Business formation documents by business formation

The documents you’ll need depend on your chosen structure. Here’s a breakdown of the most common requirements for sole proprietors, partnerships, LLCs, and corporations.

Sole proprietorships

There’s usually no need to file formation paperwork with the state for sole proprietorships, but you may still face local registration and licensing requirements depending on what you do and where you operate. The core documents for sole proprietors are:

• Doing Business As (DBA)/ Certificate of Assumed Name: Required if you’re trading under anything other than your legal name.
• Business license: A general license from your city or county.
• Professional or industry-specific licenses: Needed in regulated fields like food service or healthcare.
• Employer Identification Number (EIN): Optional unless you hire employees or want separation from your Social Security Number.
• State tax registration: Applies if you’re selling taxable goods or services.
• Federal permits: Necessary for restricted industries such as alcohol, firearms, or broadcasting.

Partnerships

Partnerships call for more documentation than sole proprietorships, mostly to protect everyone involved. A solid paper trail keeps expectations clear and reduces the chance of disputes. Some filings are legally required, while others are optional but highly recommended for long-term stability. Key paperwork for partnerships covers:

• Partnership Agreement: Defines governance, duties, profit sharing, and how disputes will be resolved.
• Doing Business As (DBA): Needed if operating under a trade name.
• Certificate of Limited Partnership: Filed if you’re forming a limited partnership.
• LLP Registration: Required if you’re registering as a limited liability partnership.
• General business license: Standard license from your city or county.
• Industry-specific licenses: For regulated professions such as law, medicine, or construction.
• Employer Identification Number (EIN): Used for banking, tax filings, and hiring employees.
• State tax registration: Applies if you’re selling taxable goods or services.
• Partnership tax return filings: IRS Form 1065 and Schedule K-1 to report income and allocations.

Limited Liability Companies (LLCs)

LLCs strike a balance between simplicity and protection, but they do require formal filings to be recognized by the state. Here are the typical LLC documents:

• Articles of Organization (Certificate of Formation): Establishes the LLC with the state, naming the business, registered agent, and basic structure.
• Operating Agreement: Outlines ownership, roles, and governance among members.
• Employer Identification Number (EIN): Needed for taxes, banking, and hiring employees.
• Initial Report/ Statement of Information: Filed in certain states to provide member and registered agent details.
• Business license: Standard requirement at the city or county level.
• Doing Business As (DBA): Filed if operating under a name other than the LLC’s legal name.
• State tax registration: Covers sales, franchise, or employer taxes depending on jurisdiction.
• Annual Report: Keeps the state updated on management, ownership, and compliance.
• Industry-specific licenses/permits: Required for regulated fields like healthcare, food service, or construction.

Corporations

Corporations come with the most extensive paperwork. Beyond formation filings, you’ll also need governance documents to guide operations and protect shareholder interests. Corporate formation documents include:

• Articles of Incorporation (Certificate of Incorporation): Establishes the corporation with the state and sets out its basic structure.
• Corporate Bylaws: Defines internal governance, including how directors and officers operate.
• Employer Identification Number (EIN): Used for banking, taxes, and payroll.
• Initial Report/ Statement of Information: Filed in certain states to provide director and officer details.
• Stock certificates and shareholder ledger: Tracks ownership and share distribution.
• Shareholder Agreement: Clarifies rights, obligations, and transfer rules among shareholders.
• Minutes of organizational meeting: Records board actions during the company’s formation.
• Business licenses and permits: Required at the local level for operations.
• State tax registration: Covers sales, franchise, or employer taxes as needed.
• Annual Report: Keeps the state updated on directors, officers, and compliance.
• Industry-specific licenses/permits: Necessary for regulated fields such as finance, healthcare, or manufacturing.

Comparative table: Business formation documents by structure

Use the table below as a reference to see which entity formation documents apply to your chosen business structure.

*Applies only to certain partnership or LLC types, or in states that require it.

Business formation documents

Business formation documents give your company legal standing and structure. Here are the core ones to understand as you set up your business.

Articles of incorporation (corporations)

Articles of Incorporation are filed with your Secretary of State to legally create a corporation. They typically include details like company name, purpose, share structure, directors, and registered agent. Every state requires some version of this document, but the name and exact requirements vary.

Articles of organization (LLCs)

To legally establish an LLC, most states require filing Articles of Organization. This filing sets out essentials like company name, address, registered agent, and management structure, officially recognizing the business as a separate legal entity.

Operating agreements (LLCs & partnerships)

This internal contract spells out ownership, roles, decision-making, and profit distribution for LLCs and partnerships. While not always legally required, having one prevents disputes and adds clarity as the business grows.

Partnership agreements (partnerships)

A partnership agreement sets the rules for how co-owners work together. It covers contributions, profit sharing, management duties, and exit terms. While not always mandatory, operating without one is risky.

Corporate bylaws (corporations)

Bylaws act as the corporation’s internal rulebook. They outline governance, shareholder rights, board structure, and meeting procedures. Though usually not filed with the state, strong bylaws keep operations orderly and disputes minimal.

DBA/ Fictitious Business Name

A DBA (Doing Business As) lets you operate under a name different from your legal one. It’s often required for branding flexibility and public transparency.

EIN (federal tax ID)

An Employer Identification Number is issued by the IRS to identify your business for tax purposes. It’s required if you hire employees or form most business entities. Apply here.

Beneficial ownership information (BOI) report

Most companies must file a BOI report with FinCEN, disclosing who ultimately owns or controls the business. It’s a federal requirement aimed at increasing transparency and preventing financial crimes.

Business licenses (general/local)

Most cities and counties require a basic business license to operate legally within their jurisdiction. It’s a local check-in that ensures your business is recognized and compliant.

Professional licenses & permits

Certain fields like healthcare, law, construction, or food service require specialized licenses or permits to operate. These credentials confirm qualifications, protect the public, and ensure your business meets regulatory standards.

Foreign qualification (certificate of authority, certificate of good standing)

If you expand into another state, you’ll need foreign qualification. This is typically a certificate of authority plus a certificate of good standing from your home state to prove legitimacy.

Initial report/ state tax registration

Some states require a first-year report or tax registration soon after formation. This filing confirms key business details and sets you up for state-level tax compliance.

Trademarks & intellectual property filings

Protecting your brand often means filing trademarks, copyrights, or patents. Federal filings, like trademarks through the USPTO, secure exclusive rights and help prevent others from using your name, logo, or inventions.

IRS filings (Form 2553 for S Corps, tax-exempt status for nonprofits)

Some entities need federal filings beyond an EIN. S corporations elect status with Form 2553, while nonprofits apply for tax-exempt recognition through the IRS using Form 1023.

Registered agent requirements

Every state requires businesses to appoint a registered agent with a physical address. This agent receives legal documents and government notices, ensuring the business never misses critical communications.

Where to file your company formation documents

Filing isn’t the same everywhere. Some documents go to state offices, others to federal agencies, and a few stay internal. Knowing where each belongs keeps the process efficient.

State level

Most businesses begin registration at the state level. The exact office and process vary, but this is where your entity is formally recognized and authorized to operate.

Secretary of State or equivalent

In most states, core formation documents are filed with the Secretary of State (or a similar office). This is where your entity officially comes into legal existence.

State tax authority

Beyond formation, many states require separate registration with their tax department. This step ensures your business is set up for sales tax, payroll tax, and other state-level obligations.

DBA/ Fictitious Name filing office

When operating under a name different from your legal one, you’ll usually file a DBA with a state or county office to make that name official.

Appoint a registered agent

Every state requires a registered agent with a physical address. This agent receives legal and government documents on your behalf, ensuring your business never misses critical notices. See our guide to the best registered agent service for options.

Foreign qualification

Expanding into another state usually means filing for foreign qualification, which grants authority to operate there. Requirements differ. See our guides to foreign qualification in New York and foreign qualification in California for examples.

Federal level

Some filings go beyond your state. At the federal level, registration ensures your business is recognized nationally for tax, compliance, and intellectual property purposes.

IRS

Federal filings with the IRS go beyond taxes. From applying for an EIN to electing S corp status or seeking nonprofit exemption, this is where your federal tax identity is established.

FinCEN

Most entities must file a Beneficial Ownership Information (BOI) report with FinCEN. This federal filing discloses who controls the company, a safeguard against fraud and money laundering under the Corporate Transparency Act.

USPTO

Trademarks, patents, and copyrights are handled at the federal level through the U.S. Patent and Trademark Office. Registering here protects your intellectual property nationwide and strengthens your brand’s legal standing.

How much does it cost to file business formation documents?

Formation costs vary. State fees for LLCs and corporations often land between $50 and $500. You’ll also need to factor in extras such as DBAs, licenses, or trademarks.

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Frequently asked questions about business formation documents

Business formation can raise plenty of questions. These quick FAQs clear up common points and help you move forward with confidence.

What are formation documents for an LLC?

For an LLC, the main formation document is the Articles of Organization, filed with the state. Many also create an operating agreement, which, while often optional, helps prevent disputes later.

Is a certificate of formation the same as an LLC?

No, a certificate of formation (sometimes called Articles of Organization) is the document that creates an LLC with the state. The LLC is the business entity itself, not the paperwork.

What are the basic legal forms of business formation?

The main structures are sole proprietorships, partnerships, limited liability companies (LLCs), and corporations. Each comes with different paperwork, liability protections, and tax implications, so choosing depends on your goals and tolerance for complexity.