What Are the Requirements for Registering a Company in the U.S.? A Step-by-Step Guide to Company Registration + Trademark Registration

Registering a company in the United States is not as simple as filling out a form and paying a fee. In practice, many people get stuck at the very first step “I don’t know where to begin.” They find the Secretary of State’s website confusing; their EIN application gets rejected; their trademark search fails; or they’re asked by banks to provide an “U.S. physical operating presence” - a document that simply does not exist for foreign founders. Below is a clear, actionable roadmap based on real-world, up-to-date operational experience as of 2025.

Requirements for U.S. Company Registration

1. At least one Registered Agent is required. The agent must maintain a physical street address within the United States (a P.O. box or virtual office is generally not acceptable). However, certain states-including Wyoming and New Mexico-do permit licensed, compliant virtual office services as Registered Agents, provided such providers hold valid state-issued licenses. Always verify the agent’s licensing status.

2. The company name must comply with state law it must be distinguishable from all existing business names on record in that state; must include a legally mandated suffix such as “LLC” or “Inc.”; and must not contain regulated terms like “Bank” or “Insurance,” unless the applicant has obtained specific regulatory authorization.

3. There are no nationality or visa restrictions Foreign individuals may own 100% of the company, and neither U.S. permanent residency (green card), U.S. citizenship, nor a U.S. passport is required for shareholders or directors.

4. There is no minimum capital requirement (except for select highly regulated industries-e.g., freight transportation or alcohol wholesale-which may require posted bonds or other financial guarantees).

How to Register a Company in the United States

1. Determine your entity type and state of formation Most foreign founders choose Delaware (for its mature, business-friendly judicial system) or Wyoming (for strong privacy protections). For early-stage, asset-light operations, an LLC is typically more suitable than a C-Corporation.

2. Conduct a name availability search and reserve the desired name Use the free online search tool provided by the relevant Secretary of State (e.g., Delaware Division of Corporations).

3. File formation documents Submit either a Certificate of Formation (for LLCs) or Articles of Incorporation (for corporations), electronically via the state portal. Pay the applicable state filing fee (e.g., $90 for a Delaware LLC; $100 for a Wyoming LLC).

4. Obtain a Federal Employer Identification Number (EIN) Apply free of charge through the IRS website. Applicants must provide either a Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN). Foreign applicants without an SSN/ITIN may submit Form SS-4 by mail along with a certified copy of their passport; approval typically takes 5-7 business days.

5. Open a U.S. commercial bank account Major banks-including JPMorgan Chase and Bank of America-accept remote video notarization for account opening. Required documents typically include the IRS EIN confirmation letter (Form CP 575 or 147C), the company’s Articles of Organization/Incorporation, proof of Registered Agent appointment, and a notarized copy of the applicant’s passport.

Key Procedural Details for U.S. Company Registration

• Annual Report Filing All U.S. companies must file an Annual Report each year. For Delaware LLCs, the deadline is June 1; the filing fee is $300. For Wyoming LLCs, the deadline is March 1; the fee is $60. Late filings incur penalties-and prolonged noncompliance may result in administrative dissolution.

• Operating Agreement While not filed with the state, every LLC should adopt a formal Operating Agreement. Though internal, this document is routinely requested by banks, vendors, and business partners.

• Digital Banking Limitations for Foreigners Without an SSN, most digital-first banks (e.g., Mercury, Ramp) cannot onboard foreign founders. We recommend prioritizing traditional banks and completing pre-application due diligence in person-or via scheduled remote verification-where permitted.

U.S. Trademark Registration (via USPTO)

1. Distinctiveness Requirement A trademark must possess inherent distinctiveness. Purely descriptive terms (e.g., “Fast Delivery”) are generally unregistrable. To strengthen eligibility, combine wording with unique design elements or use coined/fanciful terms.

2. Comprehensive Pre-Filing Search Beyond searching the USPTO’s Trademark Electronic Search System (TESS), conduct parallel checks for conflicts at the state level, domain name registrations, and active social media handles.

3. Filing Basis At time of application, you must declare either “Use in Commerce” (i.e., the mark is already actively used in U.S. interstate or international commerce) or “Intent-to-Use” (ITU). For ITU applications, you must submit verified evidence of actual use within six months after allowance-and may request up to five extensions (each for six months) upon payment of the requisite fee.

4. Examination Timeline Office Actions The average total review period is approximately 8-12 months. If the examining attorney issues an Office Action (e.g., citing likelihood of confusion with a prior mark), you must respond professionally and substantively within six months-or risk abandonment.

The above outlines the core procedural milestones and common pitfalls encountered in today’s mainstream, fully compliant U.S. company formation process. We hope this guide proves valuable to you.