What Documents Are Required to Register a Company in the U.S.? A Step-by-Step Guide to Establishing a Subsidiary + Practical Guide to Verifying a Company’s Authenticity

Registering a company in the United States is not as simple as filling out a form and paying a fee. In practice, document preparation, variations among state laws, and post-registration compliance obligations can stall progress at every step. This is especially true for Chinese companies seeking to establish U.S. subsidiaries many mistakenly assume that “registration equals formation,” only to later encounter bank account opening rejections, inability to obtain an IRS Employer Identification Number (EIN), or even challenges to the entity’s legitimacy-root causes often trace back to incomplete initial documentation or procedural missteps.

What documents are required to register a U.S. company?

1. Company Name Must pass a name availability search conducted through the chosen state’s Secretary of State office; must not duplicate any existing business entity; and must include a legally mandated suffix such as “Inc.” or “LLC.”

2. Registered Agent Full name and physical street address of the registered agent (must be a real, physical address located within the United States; P.O. Boxes are not permitted; most states do not accept a residential address as the sole business address).

3. Identity Information for at Least One Member/Shareholder Non-U.S. residents are not required to provide a Social Security Number (SSN), but must submit a scanned copy of their passport and proof of residential address.

4. Business Address May differ from the registered agent’s address, but must be a real, deliverable location.

5. Articles of Organization (for LLCs) or Articles of Incorporation (for corporations) Must clearly specify the management structure, list of initial members/directors, and authorized capital (most states impose no minimum capital requirement; however, Delaware corporations must declare the number of authorized shares).

End-to-End Process for Establishing a U.S. Subsidiary (Using a Chinese Parent Company as Example)

1. Select the State of Registration Prioritize Delaware (mature jurisprudence, strong confidentiality protections) or California (if actual operations will occur there); avoid selecting a smaller state solely based on lower initial filing fees while overlooking subsequent tax registration obligations and annual report costs.

2. Appoint and Engage a Registered Agent Execute a formal registered agent agreement (a legal requirement-non-negotiable and non-waivable).

3. File the Articles of Organization/Incorporation with the State Secretary of State and pay the applicable filing fee (e.g., ~$90 for a Delaware LLC; expedited processing incurs an additional $100 fee).

4. Receive State-Issued Approval Document Certificate of Formation (for LLCs) or Certificate of Incorporation (for corporations), typically issued within 1-5 business days.

5. Apply for a Federal Employer Identification Number (EIN) Submit IRS Form SS-4 online via the IRS website. Non-U.S. applicants must undergo telephone verification (a U.S.-based phone number must be provided for callback, or a U.S. agent may assist).

6. Open a U.S. Commercial Bank Account Required documents generally include the EIN confirmation letter, Articles of Organization/Incorporation, Certificate of Formation/Incorporation, a board resolution from the parent company authorizing subsidiary formation and appointing authorized signatories, plus the passport and proof of address of the authorized representative. Some banks-including JPMorgan Chase and Bank of America-require in-person signing.

Practical Guide to Verifying the Authenticity of a U.S. Company Registration

1. Visit the official website of the relevant state’s Secretary of State (e.g., delaware.gov, sos.ca.gov) and use the “Business Entity Search” function to enter either the full company name or its registration number.

2. Check the “Status” field It must read “Active”-not “Inactive,” “Dissolved,” or “Not in Good Standing.”

3. Verify completeness and contactability of the registered agent information (fraudulent entities often leave this field blank or provide invalid email addresses).

4. Download archived official documents (e.g., Certificate of Good Standing) from the portal and examine the issuance date and authenticity of the official seal/stamp.

5. Validate the EIN The IRS does not offer a public EIN lookup service; however, the EIN format (XX-XXXXXXX) can be verified via the company’s completed IRS Form W-9, then cross-checked for consistency against supporting bank documentation.

The above outlines the core documentation requirements for U.S. company registration, key milestones in establishing a U.S. subsidiary (particularly under Chinese parent ownership), and practical steps to verify registration authenticity. We hope this information proves helpful to you.