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
|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
- 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.”
- 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.
- Formation: The legal process of creating a new company or business entity.
- 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.
- Articles of Incorporation: Another term for the Certificate of Incorporation, a document required to establish a corporation.
- 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.
- Articles of Organization: Another term for the Articles of Formation, a document required to establish an LLC.
- Governance: The system of rules, practices, and processes that direct and control a company’s operations and decision-making.
- 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.
- 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.
- 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.
- Operating Agreement: A legal document outlining the ownership structure, management, and operating rules for a Limited Liability Company (LLC).
- Share Certificate: A physical or electronic document that certifies ownership of a specific number of shares in a corporation.
- Member Certificate: A physical or electronic document that certifies ownership interest in a Limited Liability Company (LLC).
- 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.
- Due Diligence: The process of investigating and verifying the details of a potential business transaction, investment, or agreement.
- Federal Law: The body of law created by the United States Congress and enforced by the federal government.
- 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.