Purpose and Process to Register a Business in the USA
The purpose of this article is to have an understanding what steps and formalities are required to form a company/ organization.
You have to select one of the following business structure to incorporate.
- Sole Proprietorship
- General Partnership
- Corporation
- S Corporation (Only US residents can use this structure to incorporate company)
- Limited Partnerships including LP, LP, LLP and LLLP
- Limited Liability Company
- Professional Corporation
- Professional Limited Liability Company
- Non Profit Corporation
PROCEE OF BUSINESS REGISTRATION/ INCORPORATION
STEPS OF REGISTRATION:
The company being a separate legal person is created by filing certain documents with the Secretary of State, Division of Corporations or your county clerks office who in turn registers those documents the registration of those documents implies that company has been registered as a separate legal entity.
Following steps are involved in formation of the company
- Getting availability of suitable name from the state of your county
- Preparing Articles of incorporation, Articles of organization, Certificate of formation , Operating Agreement or Business certificate according to your business structure.
- Filing the documents with the State or your County.
- obtaining the certificate of incorporation of company
- Filing documents necessary for obtaining certificate of commencement of business if the company is required to obtain it
NAME OF COMPANY:
After striking the idea of formation of a company the first thing to do is to choose a suitable name of the company but only choosing such a name is not sufficient and the persons desirous of forming a company should get the approval of the name from the state and your county. In case the approval is not so obtained or the approval is not granted by the state or your county clerks the company cannot be established
While selecting the name it should be considered that the name:
- is not inappropriate or deceptive;
- is not a name identical with the name of the company already registered
- and does not closely resemble with the name of the company alreadyregistered.
Publication of names
The name of every company shall be painted or affixed on the outside of company’s every office or place of business in a conspicuous position.
MEMORANDUM OF ASSOCIATION MoA:
Memorandum of Association is a document which is prepared upon the formation of the company and sets out its activities and reason of its formation. It is the foundation upon which the structure of the company is based. The company can only undertake those businesses that are mentioned in its MoA.
Following clauses are mentioned in the MoA:
- Name clause: (eg name of public limited company ends with limited and name of private company ends with private).
- Registered Office Clause: (where the office of the company is to be situated).
- Objects Clause: (what kind of business company wants to do).
- Liability Clause: (whether liability of shareholders is limited or unlimited).
- Capital Clause: (the amount invested, its division and value of each share).
ARTICLES OF ASSOCIATION:
The articles of association is a document that contains how a company is run, operated and owned. This document defines the rules for the internal affairs, management of the company and rights and duties of the members.
Articles of association should be printed and properly dated and should be signed by the subscribers.
Following points are usually covered in AoA:
- Appointment of directors
- Removal of directors
- Responsibilities and powers of directors
- Qualification & disqualification of directors
- Schedule and proceedings of directors meetings
- Rules and regulations about transfer and conversion of shares
- Record of directors meetings.
The company’s articles should be regularly reviewed by the directors in case of removal of new clauses and addition of the new ones if desirable.
CERTIFICATE OF COMMENCEMENT OF BUSINESS:
For obtaining certificate of commencement of business, a declaration should be filed with the state of your county duly signed by the CEO or the director of the company. On the basis of these documents, the company shall be provided with a certificate to commence the business by the state or your county.
Registered office is a place which is the address of the company for receiving all of its communications. It does not necessarily require being the head office of the company. There may be more than one office for business of the company but registered office shall be single.
Different states have different regulations and requirements for starting up a new company, for commencement of business and registration formalities. Above mentioned information is based upon general rules applicable to companies.
Business Registration As A Non US Resident
US residents and nonresidents can create a company in the USA without a Social Security Number or physical presence and you can use the following link to check the requirement to establish business in the USA as a non US Resident.
Author: Sumaira Sharafat
The Author of this article is a Chartered Accountant (Finalist) and APFA (Associate Public Finance Accountant).
This article is written for the informational purposes only and you cannot consider the contents in this article a legal advice. The author has shared her opinion , not InfoTaxSquare.com.
