Formation steps

In the U.S., an LLC or corporation comes into existence by registering in the state where the company will be formed. This page explains the formation process step by step: choosing a state, company name, registered agent, formation document, internal agreement, tax registrations, and licenses. You will also find the registration offices, 2026 fees, and annual obligations for the six states where the largest Turkish populations live (New York, New Jersey, California, Texas, Florida, and Delaware). If you have not yet chosen a business entity, see 14.1 Business entity types first.

• A company is considered "domestic" in the state where it was formed and "foreign" in other states.
• LLCs, corporations, partnerships, and nonprofit companies generally register in every state where they do business.
• According to the SBA, typical signs that you are doing business in a state include:
  • you have a physical location in the state
  • you frequently meet with customers in person there
  • a significant portion of your revenue comes from that state
  • one of your employees works there
• Registration in another state (foreign qualification): If you form a company in one state and operate in another, you may also need to register in that other state.
  • For this purpose, a Certificate of Authority is filed with that state. Many states require a Certificate of Good Standing from your formation state.
  • In this case, taxes and annual report fees are generally paid in both states.

• According to the SBA, a name has four separate registrations. Each is independent of the others:
  • Entity name: protects the name at the state level. Most states will not issue a name already registered to someone else.
  • Trademark: protects the name nationwide. A preliminary search in the U.S. Patent and Trademark Office (USPTO) database is recommended.
  • DBA (doing business as, trade name): does not provide legal protection by itself. However, if you use a different name, registration is mandatory in most states.
  • Domain: protects your internet address.
• Check that the name is available using the state's name-search tool. The name must include a suffix indicating the entity type (for example, "LLC" or "L.L.C." in Florida).
• Name reservation: It is not mandatory in Delaware; optional reservation costs $75 and holds the name for 120 days. Florida does not offer a name-reservation service; you conduct the search yourself at sunbiz.org.

• It is mandatory before filing for LLCs, corporations, partnerships, and nonprofit companies.
• The agent receives official documents and service of process on behalf of the company.
• The agent must be located in the state where the company is registered.
• Delaware: the agent must have a physical street address in Delaware. If the company is physically located in Delaware, it may act as its own agent.
• Florida: the agent must have a street address in Florida; a post office box (P.O. Box) is not accepted. The agent declares acceptance of the appointment by signing the document.

• Registration is completed with the Secretary of State's office in most states. In some states, another agency, such as a business bureau or revenue department, handles this process.
• LLC: Articles of Organization (called a Certificate of Formation in some states) are filed. The document includes the company name, address, members, and registered agent.
• Corporation: Articles or Certificate of Incorporation are filed. This is mandatory in every state. The name, purpose, number and value of shares, and directors are listed.
• Some states accept online applications; others require paper documents by mail or in person.
• According to the SBA, the total registration cost is generally under $300; it varies by state and entity type.
• Florida requires documents to be in English and legible; noncompliant documents are returned for correction.

• New York — Department of State, Division of Corporations
  • LLC formation document (Articles of Organization): $200
  • Publication requirement (LLC): within 120 days after formation, a formation notice is published in two newspapers for six consecutive weeks. A Certificate of Publication is then filed; the fee is $50. Newspaper fees are additional.
  • If publication and filing are not completed within 120 days, the LLC's authority to do business is suspended.
  • Corporation formation document (Certificate of Incorporation): $125
  • Biennial Statement: $9 for corporations and LLCs. It is filed during the calendar month in which the company was formed.
  • Address: One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231
  • Phone: +1 518 473 2492
• New Jersey — Division of Revenue and Enterprise Services (DORES)
  • LLC formation document (Certificate of Formation) and corporation formation document: $100 (July 1, 2026 fee schedule)
  • After filing the formation document, state tax and employer registration is completed using Form NJ-REG.
  • Annual report: $75. It must be filed each year by the last day of the month in which formation was completed. The company remains responsible even if the state sends no reminder; failure to file may result in cancellation of the company registration.
  • Filing: NJ Business Formation (online)
• California — Secretary of State, Business Programs Division
  • LLC formation document (Form LLC-1): $70
  • Corporation formation document (Form ARTS-GS, general stock corporation): $100
  • Certified copy: $5. An additional $15 fee is charged for in-person delivery; it is not charged by mail.
  • Statement of Information: for an LLC, within 90 days after registration and then every two years, for $20. For a stock corporation, within 90 days and then annually.
  • Annual minimum tax of $800 (Franchise Tax Board): Every LLC formed or doing business in California pays this annually, even if it does no business, until the company is dissolved. The first year's tax is due by the 15th day of the fourth month after SOS registration. The corporation form also reminds filers of the annual minimum tax of $800.
  • Address: 1500 11th Street, Sacramento, CA 95814 (mail: P.O. Box 944260, Sacramento, CA 94244-2600)
  • Phone: +1 916 657 5448 (Monday–Friday, 08:00–17:00 Pacific Time)
  • Franchise Tax Board LLC line: +1 800 852 5711; outside the U.S. +1 916 845 6500 (weekdays, 08:00–17:00)
• Texas — Secretary of State, Corporations Section
  • Formation document (Certificate of Formation) for an LLC (Form 205) and for-profit corporation (Form 201): $300 (September 2026 version of the forms)
  • The online filing system SOSPortal replaced the former SOSDirect and SOSUpload systems on September 29, 2026.
  • Franchise tax (Comptroller): The annual report is due by May 15. For report years 2026 and 2027, the “no tax due” threshold is $2,650,000. Businesses below the threshold must still file a Public Information Report or Ownership Report.
  • Mail: P.O. Box 13697, Austin, TX 78711-3697
  • In-person service: 400 W. 15th Street, Austin (08:00–17:00)
  • Phone: +1 512 463 5555
• Florida — Department of State, Division of Corporations (Sunbiz)
  • LLC formation document and registered-agent appointment together: $125. Certified copy $30; certificate of status $5 (both optional).
  • Annual report: filed online each year from January 1 through May 1, beginning in the year after formation; the fee is $138.75. After May 1, a $400 late fee is added and cannot be waived.
  • Mail: New Filing Section, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314
  • Courier: New Filing Section, Division of Corporations, The Centre of Tallahassee, 2415 N. Monroe Street, Suite 810, Tallahassee, FL 32303
  • Phone: +1 850 245 6052 (New Filing Section)
• Delaware — Division of Corporations
  • LLC formation document (Certificate of Formation): $110
  • Corporation formation document (Certificate of Incorporation): at least $109; the fee increases depending on the share structure (August 1, 2026 fee schedule).
  • Annual LLC tax: No annual report is filed; an annual tax of $400 is due by June 1. Late payment incurs a $200 penalty and 1.5% monthly interest. The full tax is charged if the company is registered on any day during the year.
  • Corporation: The annual report and franchise tax are filed online by March 1 each year. The report fee is $50; the minimum tax is $175 under the “authorized shares” method and $400 under the “assumed par value capital” method. The late penalty is $200 plus 1.5% monthly interest.
  • Certificate of status (short form): $50
  • Address: John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901 (mail: PO Box 898, Dover, DE 19903)
  • Phone: +1 302 739 3073 (press 2 for general information, 3 for franchise tax); operators are available Monday–Friday, 08:00–16:30. In-person meetings are by appointment only.

• LLC – operating agreement: states how the company's financial and operational decisions will be made and the duties, authority, and responsibilities of each member.
• Corporation – bylaws: the company's internal governance document. It states how decisions will be made and the duties of directors and shareholders.
• Limited partnership – partnership agreement: governs the duties and authority of the partners.
• According to the SBA, preparing these documents is strongly recommended even if your state does not require them.
• In Florida, listing the names of the people managing the LLC in the formation document is optional. However, according to the state's instructions, most banks require this information to appear in the state record to open an account.

• EIN: the company's federal tax identification number, obtained free of charge from the IRS. According to the IRS, state registration should be completed first, followed by obtaining the EIN. For details, see 14.3 EIN.
• State tax number: required if you will pay state income tax or employment taxes. Check your state's Department of Revenue website.
• Federal licenses: some activities require federal permits. Examples:
  • production, wholesale sale, and import of alcoholic beverages: Alcohol and Tobacco Tax and Trade Bureau (TTB)
  • firearms and ammunition: ATF
  • air transportation: FAA
  • radio and television broadcasting: FCC
• State, county, and city permits: activities such as construction, restaurants, retail, dry cleaning, and plumbing generally require local permits.
• Some licenses expire. According to the SBA, renewing them before expiration is easier than reapplying.
• Initial reports: some states require a tax-board registration or initial report shortly after registration, usually within 30–90 days. California's Statement of Information is an example.
• Some counties and cities also require separate DBA registration.
• Next steps: for annual IRS filings by foreign-owned companies, see 14.4 Filing obligations of foreign-owned companies; for a bank account and hiring employees, see 14.5 Company bank account and other steps.

• Using a post office box (P.O. Box) as the registered-agent address.
• Failing to complete New York's LLC publication requirement within 120 days.
• Failing to pay California's $800 annual tax because no business was conducted in California.
• Filing Florida's annual report after May 1 and paying the $400 late fee.
• Forming a company in Delaware and failing to register separately in another state where it operates.
• Paying “annual report” and “tax” letters that look official but do not come from the state or registered agent. Delaware has issued a special warning about these deceptive solicitations.
• Trying to obtain the EIN before state registration; according to the IRS, the application may be delayed.

• Which state should I form in? According to the SBA, a company should register in the state where it does business. If you form it in another state, registration and taxes and annual fees in both states may be required.
• Do I need to travel to the U.S. to form a company? All the states on this page accept applications online or by mail. For example, California uses bizfile Online, Texas uses SOSPortal, and Delaware uses a document-upload service.
• How much is the total cost? According to the SBA, registration costs are generally under $300. Registered-agent services, New York publication costs, and annual report and tax fees are added to this amount.
• Can I be my own registered agent? The agent must be located in the state where the company is registered. If you live in Turkey, you cannot meet this requirement; you need a person with an address in the state or a registered-agent service.
• Which comes first, the EIN or state registration? The IRS recommends state registration first for LLCs and corporations. New Jersey's own registration sequence, however, places the EIN before the formation document. Follow the instructions of the state where you are located.
• What is a DBA, and when is it required? It is the trade name used when you do business under a name different from the company's legal name. Most states require registration in this situation; some counties and cities also require separate registration.

• SBA – Where to register in your state
• IRS – List of official state websites
• USPTO – Trademark search and registration
• New York – Forming an LLC
• New Jersey – Online company formation
• California – bizfile Online
• California – Form LLC-1 (PDF)
• California – Form ARTS-GS (PDF)
• California – Form LLC-12, Statement of Information (PDF)
• Texas – SOSPortal
• Texas – Form 205, LLC formation document (PDF)
• Texas – Form 201, corporation formation document (PDF)
• Florida – Sunbiz
• Florida – LLC formation form and instructions (PDF)
• Delaware – Fee schedule, August 2026 (PDF)
• Delaware – Forming a new company