Registering a company in the USA, step by step
The answer
Registering a US company is 4 steps: choose a state, file a 1 or 2 page charter with that state's Secretary of State, appoint a registered agent with an address there, and get a free tax number from the Internal Revenue Service. The filing is often same-day and costs a few hundred dollars. Everything that actually takes time happens afterwards.
Why this costs you money
The state choice. Founders register in Delaware because startup advice says so, then discover they must also register where they actually work, pay a Delaware registered agent, pay Delaware franchise tax, and file annual reports in 2 places. For a business with 3 employees in 1 state and no outside investors, that is a permanent cost buying a benefit they will never use.
The 83(b) election. A founder takes shares that vest over 4 years. A US tax election, under Section 83(b) of the Internal Revenue Code, must be filed with the IRS within 30 days of receiving the shares. Miss it and the founder can be taxed as each tranche vests, at whatever the shares are worth then — which for a company that succeeds is an enormous tax bill on stock they cannot sell. It is a 1-page letter with a hard deadline.
The EIN, for anybody outside the United States. A US person with a Social Security number gets an EIN online in minutes. An applicant without one applies by fax or post and waits, and until the EIN arrives there is no bank account. Founders budget for the incorporation and not for the 4 to 8 weeks of being registered and unable to receive money.
How it works
Step 1 — Choose a state. This decision has no Indian equivalent and it is the real one.
- Your home state. Where you have an office, employees or customers. With no outside investors, this is usually correct: 1 registration, 1 annual report, 1 fee.
- Delaware. Chosen for the Delaware General Corporation Law and the Court of Chancery, a specialist business court that hears company disputes without a jury and has produced more than a century of case law. Venture investors expect it and standard financing documents assume it. It is not chosen for tax.
- Nevada, Wyoming, Texas. Chosen for lower cost, no state corporate income tax, and in Nevada strong statutory protection for directors. Texas created a specialist business court in 2024 and has courted companies leaving Delaware.
Whichever you choose, if you do business in another state you must also register there as a foreign entity — foreign meaning out of state, not out of country.
Step 2 — File the charter. For a corporation this is the Certificate of Incorporation or Articles of Incorporation. It is short and public. It names the company with a suffix such as Inc. or Corp., names the registered agent and street address in that state, states the number of shares the company is authorised to issue and their par value, and carries a purpose clause that in most states says simply "any lawful act or activity".
For an LLC it is a Certificate of Formation, shorter still. Delaware's minimum corporation filing fee is in the region of $89 to $110 depending on shares authorised. Other states range from about $50 to $500.
Step 3 — Appoint a registered agent. Every state requires a person or company with a physical street address in that state to accept legal papers on the company's behalf. Commercial agents charge roughly $50 to $300 a year. This is what makes it possible to be a Delaware company with no presence in Delaware.
Step 4 — Get the EIN. The Employer Identification Number comes from the IRS on Form SS-4. It is free. Never pay a service that charges for the number itself; they are charging for filling in the form. With a Social Security number or ITIN, the online application issues it immediately. Without one, it goes by fax or post.
Then the work that is not the registration. Adopt bylaws; hold the organisational meeting or sign a written consent appointing directors and officers; issue stock to the founders under written agreements with vesting, and file the 83(b) election within 30 days if the shares vest; consider the S election on Form 2553, filed within 2 months and 15 days of the start of the tax year it applies to; open a bank account, which needs the charter, the EIN and identification; and register in every state where you actually operate.
What it tells you, and what it does not
Registering tells you the entity exists and which state's law governs it.
It does not tell you where the company operates. The state on the charter is a legal choice, not a location. It does not create a bank account, a licence or a trademark either.
And a charter tells you far less about a US company than a memorandum tells you about an Indian one. A typical US purpose clause says "any lawful activity". An Indian memorandum states specific objects. To know what a US company may actually do internally, you need the bylaws, and they are not public.
The decision rule
Choose Delaware only if at least 1 of these is true: you expect institutional investment, you expect many shareholders, or a counterparty requires it. Otherwise register where you operate and save the second set of fees, the second annual report and the second registered agent.
Never let a founder receive vesting shares without deciding about the 83(b) election in the same week. Thirty days is not a target. It is a wall.
Write the bylaws before the second founder joins, not after. The document is cheap while everybody agrees and impossible once they do not.
Try this now
Four minutes, on companies you already follow.
- Pick 3 US companies you own, watch, or whose products you use. If you hold none, use 3 well-known US names.
- Open SEC EDGAR at sec.gov. Search each company and open its most recent Form 10-K.
- On the cover page of each, write down 2 things: the state or other jurisdiction of incorporation, and the address of principal executive offices.
- Count how many of the 3 have those in different states.
- Open the most recent DEF 14A proxy statement for 1 of them and use your browser's find function to search for "exclusive forum". Read the sentence you land on.
What you should see. Most are incorporated in Delaware and headquartered somewhere else. The company you think of as Californian is legally a Delaware company that happens to work in California.
The exclusive forum clause is the part that matters to you as a shareholder. Most US companies have a bylaw stating that claims against the company and its directors may be brought only in the courts of the state of incorporation. So the state printed on the cover page of the 10-K is the courthouse you would be sent to, whatever country you live in. That single line is why the state choice is not administrative trivia.
Three real cases
1. Tornetta v Musk, Delaware Court of Chancery, 30 January 2024 — the state of incorporation decides real money The Court of Chancery ruled against Tesla's 2018 compensation package for Elon Musk, worth about $56 billion, finding failures in how it had been approved. A Delaware judge applied Delaware law, because Tesla was a Delaware corporation, even though its operations and headquarters were not. In December 2025 the Delaware Supreme Court reversed and restored the package. The point stands regardless of who won: the state on the charter decided which court heard it and which law applied.
2. Tesla, shareholder vote 13 June 2024 — and it can be changed At its 2024 annual meeting, Tesla's shareholders approved moving the company's state of incorporation from Delaware to Texas. The business did not move and no factory changed address. What changed is which state's corporate law governs the company. SpaceX made a similar move to Texas in early 2024. 3. The reincorporation wave, 2024 to 2025 — how big the shift was Research covering 2024 and the first half of 2025 identified 16 companies reincorporating out of Delaware, among them Dropbox, The Trade Desk, TripAdvisor, Simon Property Group and Fidelity National Financial. Delaware recorded a net loss of 11 large public companies over that period, against a net gain of 4 in 2022 and 2023, and responded with Senate Bill 21, signed on 25 March 2025. Delaware still won 80% to 90% of new US listings over the same period. The lesson is not that Delaware is finished. It is that the choice of state is a live commercial decision companies revisit — the opposite of how registration works in India.
The question that resolves it
A first-time founder asks: which state should I incorporate in?
An experienced one asks: whose court do I want, and who else has to agree?
The first sounds like tax and administration. The second is what it actually is: choosing the law that will govern your worst day, and checking whether your investors will accept it.
What would make this wrong
If the state of incorporation had no practical consequence, reincorporating would be paperwork and no company would spend a shareholder meeting on it. Companies do, repeatedly, and the cases above are the evidence.
The honest limits are 3.
First, Delaware is not a tax haven and never was. A Delaware corporation operating in California pays California tax on California income. The advantage is legal predictability.
Second, fees, deadlines and statutes change. Every dollar amount here should be confirmed with the relevant state and with the IRS.
Third, this describes forming an entity, nothing more. It is not advice on immigration, on whether a non-US person may work for their own US company, or on how that income is taxed where you live. An Indian resident forming a US company must also satisfy the Reserve Bank of India's overseas investment rules.
In the United States
Three things carry on for as long as the company exists, and they are where the real cost sits.
Bylaws. Never filed with the state. They set board size, officers, quorum, how meetings are called, how directors are removed, indemnification, and often the exclusive forum clause requiring shareholder lawsuits to be brought in the state of incorporation. Most disputes in a small US company are decided by this document, and the public never sees it.
Annual fees. Delaware corporations file an annual report with a $50 fee and pay franchise tax, with a minimum of $175 under the authorised shares method or $400 under the assumed par value capital method, capped at $250,000. Delaware LLCs pay a flat $300 annual tax due on 1 June. Every other state charges something of its own.
Foreign qualification. Every state where you have people, an office or sustained business needs its own registration, agent and annual report. A company incorporated in Delaware and operating in 3 states files in 4 places. This is the cost founders forget when they choose a state they do not live in.
In India
The same 4 steps exist and 3 look completely different.
There is no state to choose. One Companies Act 2013, one Ministry of Corporate Affairs, one process. You register with the Registrar of Companies for the state of your registered office, but the law is identical everywhere. The entire Delaware decision does not exist.
The charter is 2 documents and both are public.
| India | United States | |
|---|---|---|
| Public charter | Memorandum of Association, eMoA (INC-33) | Certificate or Articles of Incorporation |
| Internal rulebook | Articles of Association, eAoA (INC-34) — also public | Bylaws — not filed anywhere |
| What the company may do | The object clause, specific | Usually "any lawful activity" |
| Officers' identity verified | Yes: DIN, digital signature, PAN | Usually not |
| Tax number | PAN and TAN with incorporation | EIN, separately from the IRS |
| Registered address | Registered office, verified by utility bill | Registered agent, a paid service |
The Memorandum of Association, under Section 4 of the Companies Act 2013, states the company's name, its registered office state, its objects, the liability of members and its authorised capital. The Articles of Association, under Section 5, are the internal rules.
The crucial difference is the second row. India files the internal rulebook publicly. The United States does not. You can read the articles of any Indian company from the register, including a private one. You generally cannot read the bylaws of a US company unless it is listed.
The object clause matters too. An Indian memorandum states what the company may do; a US charter says it may do anything lawful. Founders who write a narrow object clause in year 1 and change business in year 4 must amend the memorandum by shareholder resolution.
Where they differ, and what that tells you
First, the number of rulebooks. India has 1 company law. The United States has 50, and the company picks. For a US company the first question in any governance dispute is "which state", and for an Indian company that question does not exist. US corporate law therefore evolves competitively — Delaware tightened, companies left, Delaware amended its statute within 14 months — while Indian company law changes only when Parliament changes it.
Second, where the internal rules live. In India they are on the public register. In the United States they are in a drawer. As a shareholder in a private US company you have to be given the bylaws, and you should ask for them in writing before you invest.
Third, what registration verifies. India verifies people and gives you a tax identity on day 1. The United States verifies almost nothing about people and makes you get the tax identity separately.
What that tells you is 1 practical instruction in each direction.
Indian founder forming a US company: the filing is the easy part. Plan for the EIN, the bank account, the bylaws nobody will remind you to write, and the 83(b) election with its 30-day wall. The state filing takes a day; everything else takes 2 months.
American founder forming an Indian company: there is no state to choose and no strategy to have about it. Plan for identity documents, digital signatures, a name cleared against 2 registers, and an annual compliance cycle that runs whether or not the company trades.
Carry this
- Choose a state, file the charter, appoint a registered agent, get the EIN. The filing is a day. The rest is 2 months.
- Delaware is bought for its courts, not for tax — and only if investors or scale require it.
- The bylaws are the real rulebook and nobody files them. Read them before you invest in any private US company.