Documents Needed to Set Up a US Company

Summary of New Company Document Requirements

The following is a summary of the documents needed to register a US company.

Business Corporation Limited Liability Company (LLC)
Formation Certificate of Incorporation, or
Articles of Incorporation
Articles of Formation or
Articles of Organization
Governance Organizational Minutes and bylaws
optional: shareholder agreement
Operating Agreement
Ownership Share Certificate for each shareholder Member Certificate for each Member
Tax IRS Form SS4 – Application for Employer Identification Number
Due Diligence Federal Law prohibits certain nationals (Iranians, North Koreans, Cubans, for example,
from owning US assets including US companies.

Glossary of Terms Related to Documents Needed to register a US company

  1. Business Corporation: A type of company structure that allows for limited liability protection and a separate legal entity from its owners (shareholders). Often abbreviated as “Corp.”
  2. Limited Liability Company (LLC): A hybrid business structure that combines the limited liability protection of a corporation with the flexibility and simpler tax structure of a partnership or sole proprietorship.
  3. Formation: The legal process of creating a new company or business entity.
  4. Certificate of Incorporation: A legal document that establishes the formation of a corporation, containing essential information such as the company’s name, purpose, and authorized share capital.
  5. Articles of Incorporation: Another term for the Certificate of Incorporation, a document required to establish a corporation.
  6. Articles of Formation: A legal document required to establish a Limited Liability Company (LLC), containing essential information such as the company’s name, purpose, and members.
  7. Articles of Organization: Another term for the Articles of Formation, a document required to establish an LLC.
  8. Governance: The system of rules, practices, and processes that direct and control a company’s operations and decision-making.
  9. Organizational Minutes: The official written record of the decisions and actions taken during a corporation’s initial organizational meeting, typically including the election of officers and directors, adoption of bylaws, and issuance of shares.
  10. Bylaws: The internal rules and regulations governing the management and operation of a corporation, typically addressing topics such as shareholder meetings, voting rights, and the election of directors and officers.
  11. Shareholder Agreement (optional): A contract between the shareholders of a corporation that outlines their rights and obligations, as well as the management and operation of the company.
  12. Operating Agreement: A legal document outlining the ownership structure, management, and operating rules for a Limited Liability Company (LLC).
  13. Share Certificate: A physical or electronic document that certifies ownership of a specific number of shares in a corporation.
  14. Member Certificate: A physical or electronic document that certifies ownership interest in a Limited Liability Company (LLC).
  15. IRS Form SS4: A form used to apply for an Employer Identification Number (EIN) from the Internal Revenue Service (IRS), which is required for tax filing and reporting purposes.
  16. Due Diligence: The process of investigating and verifying the details of a potential business transaction, investment, or agreement.
  17. Federal Law: The body of law created by the United States Congress and enforced by the federal government.
  18. Prohibited Nationals: Individuals from certain countries that are restricted by federal law from owning U.S. assets or companies, such as Iranians, North Koreans, and Cubans.