Industry
Part of State filing guides: the skeleton every state shares, and where they differ
Four decisions behind a state filing guides checklist
A state filing guides checklist is mostly preparation: settle the name, address of record, management structure and legal contact before you open the form.
The hardest part of a state filing is not the form, but arriving with every answer already decided. The fields look simple, but several are decisions in disguise.
A state filing guides checklist shows a name, an address, a management structure and a contact for legal papers as boxes. Whether the form itself is titled Articles of Organization or Certificate of Formation, each box is a choice you will live with.
What follows is the preparation, then the filing, then what happens afterwards. What the office charges, how long it takes and when reports come due all come from your state's own office, so read its current instructions and fee schedule there rather than here.
What to take away
- Every answer on the form should already exist somewhere in your notes before you open it.
- Four fields are decisions rather than datathe name, the address of record, the management structure and the contact for legal papers.
- The office checks completeness and name availability. It does not check whether any of this suits you.
- Read the office's own page for what becomes public, and read it before filing rather than after.
Find the right office first
Find the right office
- Identify office holding business filings
- Reach it through a trusted route
- Read the office's own instructions
- Note recurring reports and calendar date
- Identify the office that holds business filings in your state. In most states it is the Secretary of State, and in some it is another department entirely; Delaware, for example, files through its Division of Corporations.
- Reach it through a route you trust rather than through a search result. The IRS keeps a directory of state government sites that avoids the lookalike sites clustered around these searches.
- Read the office's own instructions for the form you are filing, all the way through, before starting.
- Note what the office says about the annual or biennial report at the same time, and put its due date on a calendar immediately.
Settle before you file
Settle before you file
- Exact name checked for availability
- Separate trademark rights check
- Address of record where post is read
- Legal papers recipient has agreed
- Management structure decided and consistent
- Owners and proportions written down
- Legal form settled with lawyer and accountant
- The exact name, including punctuation and any required suffix, checked against the office's own availability search.
- A separate check on whether anyone else has rights in that name in trade, which is a different system with different criteria described by the USPTO under trademark basics.
- The address of record, being somewhere post is actually read, and checked against what the office publishes.
- Who receives legal papers on the entity's behalf, which is the registered agent, with that person or firm having actually agreed. The role is set out in registered agents.
- The management structuremember-managed or manager-managed for an LLC — where the form asks for one, decided and consistent with the operating agreement you intend to sign.
- Who the owners are and in what proportions, agreed and written down, whether or not the form asks.
- The legal form itself, settled with a lawyer and an accountant from the comparison in choosing a structure.
While filing
While filing
- Copy names and addresses from records
- Answer every field from notes
- Read what becomes public
- Keep submission and acceptance confirmations separate
- Copy names and addresses from authoritative records rather than typing them from memory.
- Answer every field from your notes. If a field needs a decision you have not made, stop and make it.
- Read what the form says about what becomes public before submitting.
- Keep the submission confirmation, and keep it separate from the acceptance confirmation, because they are different documents.
After acceptance
- Search your state's business entity register for your own entity and read what it says, rather than trusting the confirmation email.
- Save the accepted document somewhere durable and retrievable by somebody other than you.
- Record the file or registration number on a single list of every identifier the business holds.
- Apply for an Employer Identification Number (EIN) from the IRS now, and not before, for the reasons set out in the EIN explained.
- Sign the operating agreement, open the account in the entity's name, and move contracts and licenses across. That handover is the subject of what comes after formation.
- Calendar the annual or biennial report your state requires, with a reminder well ahead of its due date.
The four fields that are decisions
| Field | Why it is a decision | Where the answer comes from |
|---|---|---|
| Name | Availability is not a right in trade | The office for availability, a separate search for rights |
| Address of record | It is generally public and it is where post goes | You, having asked what becomes public |
| Contact for legal papers | Availability at that address is the whole point | You, from the trade-offs in the agent decision |
| Management structure | It sets who can bind the entity by default | You and a lawyer, consistent with your agreement |
Everything else on the form is data. These four are the parts people fill in quickly and revisit slowly. The general shape of the process, across states, is described by the SBA under registering a business. The four fields that are decisions are also the ones an entity type selection checklist asks anyone forming an LLC to settle first.
Common questions
How long should preparation take?
An evening for the decisions if the legal form is already settled. The filing itself is short, which is exactly why people arrive at it unprepared.
What if the office rejects the filing?
Usually a completeness or name problem, and usually fixable quickly. Read the rejection carefully, because it tells you which of the two it was.
Do I have to use the office's own site?
You have to file with the office. Whether you file directly or through somebody else, the record ends up with the office, and it is worth reading the office's own instructions either way.
What if I operate in more than one state?
Then each state has its own view about whether you are doing business there, and its own filing. Ask each one rather than assuming the first one's answer travels.
What is the most common preparation failure?
Opening the form before the management structure and the ownership split are agreed. Those two are conversations, not fields, and the form does not care that you have not had them.
