The state governments in the USA deal with the incorporation and registration of new companies. The procedure and requirements for incorporation varies according to state laws.
Corporation is a legal personality or entity having limited liability of its shareholders. In case, if a corporation is situated outside to any particular state, it will consider as 'foreign corporation' for that state.
LLC is hybrid entity having separate legal personality like any corporation. It does have certain differences and similarities with other types of companies or business entities formed in the USA. Unlike corporation, LLC has members rather than shareholders and the personal liability of each member is limited to the amount invested by him in the company.
Members should be physical persons or entity including corporations and partnerships to get incorporated in the country.
There is a concept of 'offshore LLC' to make 'non-residents' members of the LLC and they are taxed like a partnership. No minimum number of members is required to form the LLC. Members pay taxes depending on their personal liabilities.
Article of Organization is the only document required to register a new company in the country.
When a person establishes his business without making any agreement with others he is called as sole proprietor of that business. No form filling is required to incorporate the business and tax payment is considered as personal liability of the owner. All the profit and loss are accepted by the owner only.
When two or more persons agree, verbally or on written agreement, to conduct and establish a business or trade then a general partnership between them get established.
The tax liability of each partner depends on the amount of money invested or shared by him in the company. All the profits and losses regarding trade are held by all partners.
More or less, it is as same as general partnership, but here partners don't have liability for partnership debt. A general partner is required to hold the responsibility of management, as limited partner can lose their liability protection after getting involved in the management. Partnership is established on a document provided by Secretary-of-state and is governed by a Limited partnership agreement.
A corporation is established by shareholders or stockholders who invest their money in the company. The earning of the corporation decides the amount of tax to be paid by the corporation and distribution of profits decides the amount to be paid by owners. Here, corporation is considered as separate legal entity.
Documents like Articles of incorporation with the secretary of state are required to be filled to form a corporation. The corporation is governed and managed by its Board of Directors and accounts are required to be processed effectively.
The Securities and Exchange Commission in Washington registers corporations who do trading of their shares in public. The corporation can file its request electronically, while SEC maintains an online register for its users.
Information regarding the state of incorporation can be obtained through some service providers like:
Knowx helps its user in finding databases of various companies situated in the US through Dun and Bradstreet, and Experian. The site provides list of all companies incorporated in different states of the USA.
SEC EDGAR Database:
This is an official archive developed by SEC, enlisting all the companies filled in its database.
Some of the State Corporation Division in the US
It is seen that different agents have differences in their processes because of their website and software implementation.
Euroconsulta International: The Company handles the formation of Delaware companies for non-residents and US holding companies. Malta Offshore Companies, Malta ITCs, and Malta holding companies are also its part of formation. In addition to this, the company also handles formation of some European companies located in UK, Cyprus, and Malta.
Euro Cyprus Incorporation Services: The Company handles formation of Cyprus Company and provides company incorporation within 24 hours, bank accounts, credit cards, and internet banking.