Every year, millions of entrepreneurs and foreign investors look to the United States as the place to launch their next venture. The country's federal structure means that company formation doesn't happen at the national level — it happens state by state, with each of the 50 states maintaining its own rules, fees, and timelines for LLC registration and corporate filings. This creates both opportunity and complexity. Picking the wrong state can cost thousands in unnecessary taxes and compliance headaches. Picking the right one can save money, protect assets, and simplify operations for years to come.
This guide breaks down what you actually need to know before you register a business in the US, including how LLC company registration works, where a registered agent fits into the picture, and which states consistently rank as the best options depending on your situation.
What Company Formation Looks Like in the US
Unlike most countries, the United States has no single national business registry. When you want to register an LLC or incorporate a company, you file paperwork with a specific state's Secretary of State office (or its equivalent). The state issues your formation documents, assigns your entity a registration number, and from that point forward, your company exists as a legal entity under that state's laws.
This means that a Delaware LLC and a Texas LLC are governed by entirely different statutes. They share the same basic structure — limited liability protection, pass-through taxation options, flexible management — but the details around operating agreements, annual reporting, franchise taxes, and dissolution procedures can differ significantly.
For domestic entrepreneurs, the default choice is usually their home state. If you live in California and plan to operate a small business there, forming a California LLC is the straightforward option. But for businesses that operate online, hold intellectual property, or have investors and partners in multiple states, the calculus changes. That's when states like Delaware, Wyoming, and Nevada start to make strategic sense.
Foreign business owners face an additional layer of decisions. Since non-US residents can legally own and operate American LLCs and corporations, the question becomes which state offers the best combination of tax treatment, privacy, and ease of remote management. Many international entrepreneurs end up choosing Wyoming or Delaware for exactly these reasons.
The LLC Registration Process Step by Step
While each state has its own forms and requirements, the general process to register an LLC follows a consistent pattern across the country.
First, you choose a business name. Every state requires that your LLC name be distinguishable from other entities already registered there. Most states let you search their business name database online before filing. The name must typically include "LLC" or "Limited Liability Company" as a designator.
Second, you appoint a registered agent. This is a person or company with a physical street address in the state of formation who agrees to accept legal documents and official correspondence on behalf of your LLC. Every state requires one, no exceptions. The registered agent must be available during normal business hours to receive service of process — meaning lawsuits, subpoenas, tax notices, and government communications. You can serve as your own registered agent if you have an address in the state, but most business owners use a professional registered agent service. This is especially common for out-of-state and international filers who don't maintain a physical presence in their state of formation.
Third, you file your Articles of Organization (sometimes called a Certificate of Formation or Certificate of Organization, depending on the state). This is the core document that officially creates your LLC. It typically includes the company name, registered agent information, the office address, and the names of organizers or members. Some states ask for additional details about management structure or the LLC's stated purpose.
Fourth, you create an operating agreement. While not all states legally require one, every serious business should have an operating agreement in place. This internal document outlines ownership percentages, member responsibilities, profit distribution, voting rights, and procedures for adding or removing members. Banks often ask to see an operating agreement before opening a business bank account, and investors will certainly expect one.
Fifth, you obtain an EIN (Employer Identification Number) from the IRS. This is the federal tax ID for your business, and you'll need it to open bank accounts, hire employees, and file tax returns. The application is free and can be completed online in minutes for US residents. Non-residents typically need to apply by fax or mail.
Finally, you handle any state-specific requirements — business licenses, state tax registrations, annual report filings, and local permits. These vary widely. Some states have almost no ongoing requirements, while others demand quarterly reports and multiple license renewals.
Why Your Choice of Registered Agent Matters
The registered agent requirement might seem like a bureaucratic formality, but it serves a critical function. Your registered agent is the legal point of contact between your business and the state government, courts, and regulatory agencies. If your registered agent fails to receive and forward a lawsuit notification, you could end up with a default judgment against your company without even knowing you were sued.
Professional registered agent services typically cost between $50 and $300 per year, depending on the state and the provider. They offer several advantages over acting as your own agent: they maintain consistent business hours, they keep your personal home address off public records (since the registered agent address appears on your formation documents), and they provide mail scanning and forwarding services so you never miss an important notice.
For multi-state businesses, a national registered agent service can handle compliance across every state where you're registered, consolidating all your legal mail into a single dashboard. This becomes increasingly valuable as your business grows and registers as a foreign entity in additional states.
Delaware: The Corporate Law Standard
Delaware's reputation in company formation didn't happen by accident. The state has spent over a century refining its business statutes, building specialized courts, and creating an ecosystem that favors corporate flexibility.
The Delaware Court of Chancery is the centerpiece of this system. Unlike regular courts, Chancery cases are decided by judges — not juries — who specialize exclusively in business law. This creates a deep body of case law that makes legal outcomes more predictable. For companies anticipating complex governance disputes, investor conflicts, or acquisition negotiations, this predictability has real dollar value.
Delaware's General Corporation Law is similarly flexible. It allows companies to customize their governance structures extensively through their certificate of incorporation and bylaws. Staggered boards, dual-class stock structures, and broad indemnification provisions are all straightforward to implement under Delaware law.
For LLC registration specifically, Delaware offers the Delaware Limited Liability Company Act, which is among the most flexible LLC statutes in the country. Delaware LLCs can be structured with almost any management and ownership arrangement the members agree to in their operating agreement. The state also permits series LLCs — a structure that allows a single LLC to create separate "series" with distinct assets, liabilities, and members, essentially creating multiple entities within one filing.
The main downside of Delaware for small businesses is cost. Delaware charges an annual franchise tax (which can range from $175 to several hundred thousand dollars for large corporations, though LLCs pay a flat $300) plus a registered agent fee, since you'll need one if you don't have a physical presence in the state. If you also operate in another state, you'll need to register as a foreign entity there too, which means additional filing fees and compliance obligations.
Wyoming: Privacy, Low Costs, and Innovation
Wyoming has quietly built one of the most attractive environments for LLC company registration in the country. The state charges no corporate income tax and no personal income tax. Annual report fees start at just $60. And Wyoming was the first state in the nation to create the LLC as a business structure back in 1977, giving it decades of experience with the entity type.
Privacy is a major draw. Wyoming does not require LLCs to publicly disclose their members or managers in their formation documents. Combined with the use of a registered agent service and a nominee organizer, it's possible to form a Wyoming LLC with minimal public exposure of the owners' identities. This isn't about hiding from the IRS — federal tax obligations apply regardless — but about keeping personal information out of easily searchable state databases.
Wyoming also leads in several niche areas. It was the first state to pass legislation recognizing DAOs (Decentralized Autonomous Organizations) as a legitimate LLC structure. It offers strong asset protection through its charging order protections, which limit a creditor's ability to seize LLC ownership interests. And its close LLC statute allows small companies to operate with minimal formality, similar to a partnership but with full liability protection.
For international entrepreneurs looking to register a business in the US, Wyoming is often the top recommendation. The combination of no state income tax, low fees, strong privacy, and a straightforward filing process makes it the most practical choice for non-resident founders who don't need Delaware's specialized court system.
Nevada: Tax Benefits with Established Infrastructure
Nevada markets itself heavily as a business-friendly state, and the numbers back it up. There's no corporate income tax, no personal income tax, and no franchise tax. The state also offers strong privacy protections — Nevada does not require the disclosure of shareholders in corporate filings, and its officers and directors can maintain relative anonymity compared to most states.
Nevada established its own business court system to handle commercial disputes more efficiently, borrowing some concepts from Delaware's Chancery Court. While it doesn't have the same depth of case law, the business court provides faster resolution than general civil courts and judges with commercial law experience.
The state's LLC registration process is straightforward, though filing fees are higher than Wyoming's. Nevada charges an initial filing fee plus an annual business license fee, and LLCs with Nevada employees must also manage state payroll obligations. Even so, the total cost of maintaining a Nevada entity remains competitive compared to high-tax states like California or New York.
One factor that catches some business owners off guard: Nevada's Commerce Tax. While there's no traditional corporate income tax, businesses with Nevada-sourced gross revenue exceeding $4 million are subject to this tax. For most small and mid-sized LLCs, this won't apply, but larger operations should factor it into their planning.
Comparing State Filing Fees and Ongoing Costs
Cost is often the deciding factor for small business owners choosing where to register an LLC. Here's how the most popular states compare on the basics.
Wyoming charges $100 to file Articles of Organization and $60 for the annual report. There's no state income tax on LLC earnings. Total first-year cost with a basic registered agent service runs around $200–$350.
Delaware charges $90 for the initial filing but adds a $300 annual franchise tax for LLCs. Registered agent services in Delaware tend to run $50–$150 per year. First-year cost typically lands between $400 and $550.
Nevada's initial filing fee is $75, but the state also requires a $200 annual business license and a $150 annual list filing. First-year costs with a registered agent generally fall between $475 and $650.
Texas charges $300 to file a Certificate of Formation and has no annual report for LLCs (though there's a franchise tax for businesses earning above a threshold). California charges $70 to file but imposes an $800 annual minimum franchise tax regardless of revenue — a significant burden for new and small businesses.
These cost differences matter most for startups and small operations. A solo consultant forming a single-member LLC will feel the impact of California's $800 annual tax much more than a funded startup that chose Delaware for its investor-friendly legal framework.
When to Register in Your Home State vs. Another State
The question of where to register a business comes down to practical considerations more than marketing hype.
If your business operates physically in one state — you have an office, employees, or customers there — you'll almost certainly need to register in that state regardless of where you initially formed your LLC. Registering in Delaware and then qualifying as a foreign LLC in your home state means paying two sets of fees and maintaining two sets of compliance obligations.
Forming in a different state makes strategic sense in specific situations: when you have no physical operations in any single state (online businesses, holding companies, investment entities), when you need Delaware's legal framework for investor or partner requirements, when privacy is a significant concern and your home state requires public disclosure of LLC members, or when your home state has particularly high taxes or fees that a different formation state could help you legally minimize.
International business owners who don't reside in any US state have the most flexibility. Without a home state pulling them toward local registration, they can choose purely based on the legal, tax, and privacy characteristics that best match their business needs.
Common Mistakes in LLC Company Registration
Several recurring errors trip up both first-time and experienced filers during the company formation process.
Choosing a state based solely on tax savings without accounting for foreign qualification requirements is the most common mistake. If you form in Wyoming to avoid taxes but operate in New York, New York will still tax your income earned there, and you'll pay Wyoming's fees on top of New York's.
Neglecting the operating agreement is another frequent oversight. Without one, your LLC defaults to the state's standard rules, which may not reflect your actual arrangements with co-owners. Disputes between members without a written agreement often end up being more expensive and more contentious than they needed to be.
Using a personal address as the registered agent address puts your home information into public records and requires you to be available during business hours to accept legal documents. A professional registered agent service solves both problems for a modest annual fee.
Failing to maintain good standing is surprisingly common. Missing an annual report deadline or forgetting to renew your business license can result in administrative dissolution of your LLC. Reinstatement is usually possible but involves additional fees and potential gaps in your liability protection.
Finally, skipping the EIN application or delaying it creates downstream problems. You need an EIN before you can open a business bank account, and operating without one means mixing personal and business finances — which undermines the liability protection that motivated the LLC registration in the first place.
Moving Forward with Your Business Registration
The US company formation landscape rewards research and planning. Whether you're a domestic entrepreneur choosing between your home state and Delaware, or an international founder evaluating Wyoming against Nevada, the right choice depends on your specific business model, growth plans, and tolerance for ongoing compliance costs.
Start by identifying your actual operational footprint — where you'll have employees, customers, and physical presence. Factor in both initial filing costs and recurring annual obligations. Consider whether you need specific legal frameworks (Delaware's Chancery Court, Wyoming's privacy protections, your home state's simplicity). And budget for a professional registered agent from day one.
The states profiled on this page each bring distinct advantages to the table. Use the comparison tools and state profiles above to evaluate their tax structures, filing requirements, and legal frameworks side by side. The best LLC registration decision is an informed one, built on accurate data rather than generic advice.