Detailed Procedure For Incorporating A US Corporation

Incorporating a business in the United States is an important step for entrepreneurs who wish to establish a legitimate corporate presence, access the U.S. market, and build long-term credibility.

Whether you are a domestic entrepreneur or an international business owner, understanding the step-by-step procedure for incorporating a U.S. corporation ensures a smooth, compliant, and efficient establishment process.

Why Incorporate a U.S. Corporation?

Before beginning the incorporation process, it’s helpful to understand the advantages of forming a corporation in the United States:

Limited Liability Protection – Personal assets are separated from business liabilities.

Access to Capital – Corporations can issue shares and attract venture capital or institutional investors.

Enhanced Credibility – Incorporation improves reputation with clients, suppliers, and financial institutions.

Continuity and Scalability – A corporation exists perpetually, independent of its owners.

Regulatory and Tax Advantages – Many states offer efficient corporate frameworks and business-friendly laws.

Step-by-Step Procedure for Incorporating a U.S. Corporation

1. Choose the Type of Corporation

The two primary corporation types in the United States are:

• C Corporation (C-Corp)A separate legal entity subject to corporate income tax. Profits are taxed at the corporate and shareholder levels (“double taxation”). Suitable for both domestic and international founders seeking external investment.

• S Corporation (S-Corp)Offers pass-through taxation to shareholders but is limited to 100 U.S. resident shareholders and one class of stock. Requires filing IRS Form 2553 within 2 months + 15 days of incorporation.

Most foreign founders opt for a C-Corp due to its flexibility in ownership and capital raising.

2. Select a State for Incorporation

Each U.S. state has distinct corporate laws, filing fees, and tax obligations. Popular choices include:

• Delaware – Known for its well-developed corporate law and efficient judicial system. Over 68 % of Fortune 500 companies are incorporated here.

• California – Access to one of the world’s largest economies, though subject to higher operating and tax costs, including an $800 annual franchise tax.

• New York – Major financial hub requiring publication of incorporation notices and biennial filings.

• Nevada / Wyoming – Business-friendly jurisdictions with low fees and no state corporate income tax.

State incorporation fees generally range from USD 50 – 300, but total first-year costs (including required state licenses and taxes) often exceed USD 500 – 800.

3. Choose a Unique Business Name

• The name must be distinct from existing entities in the chosen state.

• It must include a corporate suffix such as Corporation, Incorporated, Corp., or Inc.

• Check name availability through the state’s Secretary of State database.

4. Appoint a Registered Agent

All U.S. corporations are required to designate a registered agent with a physical address in the state of incorporation. The registered agent is authorized to receive legal documents and government correspondence on behalf of the corporation. This ensures compliance with state communication and service-of-process requirements.

5. File Articles (Certificate) of Incorporation

Prepare and submit the Articles of Incorporation (also known as the Certificate of Incorporation) to the Secretary of State. This legal document typically includes:

• Corporation name and principal address

• Registered agent details

• Business purpose

• Number and class of authorized shares

• Names of incorporators

Typical filing fees (2025):Delaware ≈ USD 89 | California ≈ USD 145 | New York ≈ USD 125 + publication | Nevada ≈ USD 75 + USD 500 state license | Texas ≈ USD 300

Processing usually takes 4–7 business days, with expedited options available.

6. Draft Corporate Bylaws

Corporate bylaws define the corporation’s internal governance, including:

• Roles of directors and officers

• Procedures for meetings and voting

• Shareholder rights and share-issuance rules

Although not filed publicly, bylaws are required for proper governance under Delaware General Corporation Law § 109 and must be retained in the corporate records. They serve as the foundation for management and compliance.

7. Hold an Organizational Meeting

After the incorporation is approved, the initial board of directors should hold an organizational meeting to:

• Adopt bylaws

• Appoint officers

• Approve share issuance

• Authorize opening of a corporate bank account

• Record all actions in official meeting minutes

Maintaining accurate resolutions and minutes supports legal and financial transparency.

8. Obtain an Employer Identification Number (EIN)

The Employer Identification Number (EIN) is a federal tax ID issued by the Internal Revenue Service (IRS).It is required to:

• Open a business bank account

• Hire employees

• File federal and state tax returns

Apply online directly through the IRS EIN Application at no cost. Foreign owners without a SSN/ITIN can apply by submitting Form SS-4 by mail or fax.

9. Register for State and Local Taxes

Corporations may need to register with state tax authorities for:

• Corporate income tax

• Sales and use tax

• Employer withholding or unemployment insurance

Examples:

• Delaware – Annual Report + Franchise Tax due March 1 (minimum USD 175).

• California – Annual franchise tax of USD 800 payable to the Franchise Tax Board.

• New York – Biennial statement filing (USD 9 fee) and mandatory publication of incorporation notice.

Each state sets its own tax filing deadlines and exemptions.

10. Obtain Business Licenses and Permits

Depending on business activity and jurisdiction, additional licenses may be required, such as:

• Professional or occupational licenses

• Health & safety or zoning permits

• Industry-specific federal approvals

Confirm licensing obligations with state and local agencies before commencing operations.

11. Beneficial Ownership (BOI) / Corporate Transparency Act Update – 2025

In March 2025, the U.S. Department of the Treasury (FinCEN) issued an interim final rule amending BOI reporting:

• Domestic corporations and LLCs formed under U.S. law are exempt from BOI filing.

• Foreign reporting companies (entities formed abroad but registered to do business in the U.S.) must continue filing.

  • Entities registered before March 26 2025 → file by April 25 2025.

  • Entities registered after March 26 2025 → file within 30 days of registration.

→ FinCEN BOI Guidance

12. Ongoing Compliance and Renewal

To remain in good standing, corporations must:

• File annual or biennial reports with their state

• Pay franchise or renewal taxes when due

• Maintain an active registered agent

• Keep records of meetings, bylaws, and share ledgers

• Update EIN or licensing information when necessary

Failure to meet ongoing obligations can result in penalties or administrative dissolution.

13. Establishment of a U.S. Liaison Office (Clarified)

The United States does not recognize a general “liaison office” status under federal or state law. Foreign entities that wish to engage in limited non-commercial activities may do so without incorporation only to the extent permitted by state “doing business” definitions, but any ongoing or revenue-generating operations require registration as a foreign corporation or formation of a U.S. subsidiary. Only foreign banks may establish representative offices under federal banking laws.

14. U.S. Incorporation Trends and Statistics (2025)

• Over 5.5 million new business applications were filed in 2023 (U.S. Census Bureau).

• More than 68 % of Fortune 500 companies are incorporated in Delaware.

• Approximately 79 % of U.S. IPOs (2022) were Delaware corporations.→ Delaware Division of Corporations Report

These figures highlight the continuing strength of the U.S. as a global center for corporate formation and governance.

Key Takeaways

• Choose your corporate structure and state carefully based on taxation and long-term plans.

• Maintain accurate bylaws, records, and annual filings to preserve good standing.

• Ensure compliance with federal EIN, state tax registration, and FinCEN BOI obligations.

• Seek professional legal or tax guidance when expanding across multiple states or employing staff in the U.S.

How Mirr Asia Can Support Your U.S. Incorporation Journey

Establishing a corporation in the United States involves multiple legal, tax, and regulatory steps that can be complex—particularly for international founders unfamiliar with U.S. business systems. Mirr Asia provides comprehensive, end-to-end assistance to make this process seamless, compliant, and efficient.

Our services include:

• Preparation and filing of incorporation documents with the relevant authorities

• Appointment and maintenance of a registered agent and business address

• Assistance with EIN application, tax registration, and ongoing compliance

With deep expertise in U.S. corporate frameworks and cross-border structuring, Mirr Asia ensures every stage—from formation to annual maintenance—is handled accurately and in accordance with federal and state regulations.

Partner with Mirr Asia to establish your U.S. presence with confidence, compliance, and clarity.