Do You Need a Lawyer to Incorporate a Corporation in the U.S.?

When setting up a corporation in the United States, a common question arises: Do you need a lawyer to incorporate?

The straightforward answer is no—a lawyer is not legally required. Incorporation is a state-level process, and in most cases, you can complete it directly through the relevant Secretary of State’s office or by using a registered agent or service provider. However, depending on the complexity of your business structure, legal guidance may still be beneficial.

Why Incorporate in the U.S.?

Incorporating a U.S. corporation offers several advantages:

• Limited liability protection – separates personal and business assets.

• Business credibility – corporations are seen as more professional and trustworthy by banks, investors, and partners.

• Access to U.S. markets and capital – easier to open U.S. bank accounts and attract funding.

• Flexible jurisdiction choice – popular states such as Delaware and Wyoming offer business-friendly laws, while incorporating in your home state may be more practical for local operations.

According to the U.S. Small Business Administration (SBA), over 5.5 million new business applications were filed in 2023.

• Official Reference – SBA: Business Formation Statistics

Is a Lawyer Required to Incorporate?

No state requires you to hire a lawyer to incorporate. The incorporation process involves filing standardized documents (Articles of Incorporation/Certificate of Incorporation) with the state.

For straightforward incorporations, many founders use registered agent companies or advisory firms to handle filings and compliance.

• Official Reference – Delaware Division of Corporations: How to Form a Business Entity

When Do You Need a Lawyer?

While most entrepreneurs can navigate the basic U.S. business registration process with online tools or incorporation services, some situations call for legal expertise:

1. Complex Ownership Structures: If your business has multiple owners, international investors, or plans to issue different classes of stock, a lawyer can help structure it to avoid future disputes.

2. Regulated Industries: Businesses in sectors like finance, healthcare, or education must meet strict regulatory requirements. Legal counsel ensures compliance from day one.

   • Official Reference – SBA: Hire a Lawyer

3. Intellectual Property Concerns: If your corporation will rely heavily on patents, trademarks, or trade secrets, a lawyer can help protect your assets.

   • Official Reference – USPTO: Why Hire a Trademark Attorney

4. Mergers, Acquisitions, or Franchises: Complex transactions benefit from legal review to ensure everything is done correctly and to avoid hidden liabilities.

In summary: a lawyer isn’t mandatory for incorporation, but in certain scenarios professional legal advice is highly recommended.

Steps to Incorporate a Corporation in the U.S.

1. Select a State of Incorporation: Choose between your home state (practical for local operations) or popular corporate states such as Delaware (used by 66% of Fortune 500 companies).

   • Official Reference – Delaware Division of Corporations (Statistics): Why Delaware

2. Choose a Corporate Name: Your name must be unique and meet state naming requirements.

   • Official Reference – California SOS: Business Name Rules & Search

3. File Articles of Incorporation: Submit your formation documents with the Secretary of State and pay state filing fees (typically USD 50–500, depending on the state).

   • Official Reference – California SOS Forms & Fees: Forms & Fees

4. Appoint a Registered Agent: Every corporation must maintain a registered agent with a physical in-state address to receive legal notices.

   • Official Reference – Delaware Division of Corporations: Registered Agents FAQs

5. Create Corporate Bylaws: These internal rules govern shareholder meetings, director powers, and company procedures. (Not filed with the state but essential for compliance.)

6. Obtain an EIN (Employer Identification Number): Required for opening bank accounts, hiring staff, and tax filings. Free from the IRS.

   • Official Reference – IRS: Apply for an EIN

7. Hold an Initial Board Meeting & Issue Shares: Approve bylaws, appoint directors/officers, and issue stock certificates to shareholders.

8. Maintain Ongoing Compliance: Corporations must file annual/biennial reports and pay state franchise taxes. Requirements vary by state.

   • Official Reference – California SOS: Statement of Information Requirements

Ongoing Compliance and BOI Reporting (Important 2025 Update)

Until recently, most U.S. corporations had to submit Beneficial Ownership Information (BOI) Reports under the Corporate Transparency Act (CTA).

Update (March 26, 2025): The U.S. Treasury’s FinCEN issued an interim final rule eliminating BOI reporting for domestic U.S. entities. Now, only foreign reporting companies (non-U.S. entities registered to do business in the U.S.) are required to report.

• Official Reference – FinCEN: Interim Final Rule on BOI Reporting (March 2025)

This is a crucial update for international entrepreneurs to avoid confusion.

Conclusion

You do not need a lawyer to incorporate a corporation in the U.S.—the process is designed to be accessible and can be completed directly with state authorities.

However, working with a professional service provider or legal advisor can save time, ensure compliance, and provide peace of mind, especially in more complex scenarios.

At Mirr Asia, we help international clients navigate U.S. incorporation smoothly, from state filings and EIN registration to ongoing compliance, ensuring you remain compliant with the latest U.S. regulations.