After forming your company: first filings and deadlines

What should I check on the state's approval?

Check the official state filing before using the company name on tax forms or account applications. Save the approved articles or certificate and the filing receipt; verify the legal name, filing or effective date, state ID, business address, and agent for service of process (who receives legal papers for the company). New York says its LLC filing receipt is proof of filing and tells filers to verify the receipt's name and date. California's business search shows the entity's filing date (New York Department of State; California Secretary of State).

The state record determines the company's legal identity; the EIN notice does not create the LLC or corporation. Keep the state's approved filing, any amendments, and the agent's current contact details together. If an address or agent later changes, check the state's update process. For example, California uses a Statement of Information to update an LLC's agent or address (California Secretary of State).

When do I need an EIN?

Apply after the state forms the LLC or corporation, and before you need the number for a required filing, employee, or business account. The IRS says forming the state entity first can prevent EIN application delays. An EIN is free when requested directly from the IRS (IRS: Get an EIN).

An EIN may also be useful when a state registration or business account asks for the company's number. Check that application's requirements instead of treating an optional EIN as a federal tax election. For a disregarded LLC, a client's Form W-9 generally uses the owner's name and taxpayer ID, not the LLC's EIN (IRS: Single-member LLCs). The IRS normally treats a domestic single-owner LLC as part of its owner for income tax and a domestic multiple-owner LLC as a partnership unless it makes a valid election. A qualified LLC owned only by spouses as community property can be an exception; see spouse and family LLCs (IRS: Form SS-4 instructions).

An individual reports a disregarded LLC's income and self-employment tax; partners and S shareholders report their shares, even without a distribution. A C corporation generally pays its own income tax. See which returns your business files (IRS: Single-member LLCs; IRS: Form 1065 instructions; IRS: Form 1120-S instructions; IRS: Forming a corporation).

Can the responsible person use an ITIN instead of a Social Security number?

Yes. The responsible party (the person who ultimately owns or controls the company) may use an individual taxpayer identification number, or ITIN, on the EIN application. The IRS online tool accepts the responsible party's SSN or ITIN when the application otherwise qualifies, including a US principal place of business (IRS: Get an EIN; IRS: Form SS-4 instructions).

The responsible party must generally be the individual who ultimately owns or controls the company, not a nominee company. If that person has neither an SSN nor an ITIN and is ineligible for both, Form SS-4 instructs them to enter “foreign” or “N/A” on its responsible-party identification line. A business whose principal place of business is outside the US cannot use the IRS online tool (IRS: Form SS-4 instructions; IRS: Get an EIN). See forming and running a company from abroad for that application path.

What if the state filing and EIN letter show different names?

Compare the approved state document, the EIN application, and the IRS assignment notice before changing either record. Form SS-4 asks for the legal name exactly as it appears on the charter or other legal document; a trade name belongs on a separate line (IRS: Form SS-4 instructions).

If only the account application differs, give the provider both records and ask which name it needs. Do not submit another EIN application just because it flags a mismatch: the IRS says to use one application method for each entity to avoid duplicate EINs (IRS: Form SS-4 instructions).

What should the owners agree on before opening an account?

Put ownership and signing authority in writing, then gather the approved state filing, EIN notice if issued, owner identification, and the agreement or company authorization requested by the account provider. Document each owner's share, contribution, management power, profit rights, and how decisions and exits work; a sole owner can record these decisions too. Requirements for opening an account vary by institution; check its document list before applying.

Check the state's operating-agreement rule. New York requires its LLC members to adopt a written agreement before, at, or within 90 days after filing; California also requires an agreement kept with the LLC's records (New York Department of State; California Secretary of State). A corporation should retain ownership records and board minutes, including authorization for account signers (IRS: Publication 583).

Open a business account separate from personal funds. The IRS recommends a separate business checking account and records that identify deposits as sales, owner contributions, or loans (IRS: Publication 583).

Does the state require another filing after approval?

Check the forming state's new-entity instructions immediately: an initial report, ownership statement, publication, license, or tax registration may follow approval. The requirement and clock depend on the state and entity type; state approval alone does not complete those later steps.

For California LLCs taxed as disregarded entities or partnerships, pay the $800 annual tax, if owed, with FTB 3522 by the 15th day of the 4th month, counting the filing month as the first month. An unused LLC meeting SOS Form LLC-4/8's conditions can cancel within 12 months of formation to avoid the first-year tax; cancellation now requires bizfile Online Full Access (California Franchise Tax Board; California Secretary of State). See California minimum tax and LLC fee. California's online Statement of Information filing requires bizfile Online user access. If the statement remains unfiled after a delinquency notice and 60 days, the state can assess a $250 penalty (California Secretary of State; California Secretary of State: FAQs; California Franchise Tax Board).

Also check the city, county, and states where the company will operate for activity-specific licenses. New York says some businesses need state or local permits; California points owners to its license and permit lookup (New York Department of State; California Secretary of State).

If the company will operate in another state, check whether it must register there as an out-of-state entity. California, for example, requires registration before transacting intrastate business (California Secretary of State).

Must a newly formed US company file a federal beneficial ownership report?

No federal FinCEN beneficial ownership report is currently required for an entity created in the United States. FinCEN's current final rule exempts US companies and their beneficial owners from that reporting requirement (FinCEN: BOI reporting).

The rule is different for some entities formed under foreign law and registered to do business in the US. Check FinCEN's live rule if that describes the company. State ownership disclosures or account-provider identification requests are separate from the federal FinCEN report (FinCEN: BOI reporting).

Which tax-election date should go on the calendar?

If the owners are considering S corporation tax status, calendar the Form 2553 window now. The usual deadline is 2 months and 15 days after the beginning of the tax year for which the election should take effect; filing during the preceding tax year is also allowed. For a new company, the effective tax year may begin when it first has owners, assets, or business activity, whichever is earliest (IRS: Form 2553 instructions).

An authorized officer signs Form 2553, and each required owner signs its Part I consent (IRS: Form 2553). If an LLC instead wants C corporation tax treatment from formation, check Form 8832 promptly: its effective date generally cannot be more than 75 days before filing. Its Part I consent is signed by all current members or an authorized officer, manager, or member; a former owner during a retroactive period must also sign (IRS: Form 8832).

Getting an EIN or writing “1120-S” on Form SS-4 does not make the S election. The IRS must receive and accept Form 2553; an eligible LLC generally does not also need Form 8832 for that election (IRS: Form SS-4 instructions; IRS: Form 2553 instructions). Eligibility and the effect on owner pay need a separate decision: Should you elect S corporation status?.

If the company missed a deadline, qualifying relief uses Form 2553 for an S election or Form 8832 for C corporation classification, generally within 3 years and 75 days of the intended effective date. Both require reasonable cause and consistent returns; some corporations have an S election exception. See Should you elect S corporation status? (IRS: Late election relief; IRS: Rev. Proc. 2009-41).

What must be ready before the first invoice or paycheck?

Set up records and any required tax registrations before transactions start. An EIN, state formation, sales tax permit, employer account, and business license serve different purposes; receiving one does not replace the others (IRS: Publication 583; New York Department of State).

Check the state revenue agency for the company's income or franchise tax account and whether it requires a separate registration. Keep its notices with the EIN letter (California Secretary of State).

An owner, manager, or officer responsible for payroll tax who willfully fails to pay withheld tax can personally owe 100% of the unpaid withheld amount under Internal Revenue Code section 6672, even when the LLC or corporation owes the employment tax. For a filed payroll return, assessment normally lasts three years from its filing date (the following April 15 if filed earlier), and collection ten years after assessment, subject to exceptions. A person receiving a proposed penalty letter has 60 days to appeal, or 75 days if the letter is addressed outside the US (IRS: Trust Fund Recovery Penalty; IRC sections 6501 and 6502).

Choose a recordkeeping method that clearly shows income and expenses, and save the formation documents, EIN notice, owner records, state filings, permits, invoices, and receipts in one place (IRS: Publication 583). Which federal and state income returns follow is covered in your first business tax return and which returns your business files.

Example

Illustrative only; amounts are US dollars. A California LLC with one US-person owner is registered on September 1. The owner plans a US$2,000 consulting invoice and deposits US$1,000 of personal funds into the new business account. The owner saves the approved articles, checks the state name and agent, and records the US$1,000 as an owner contribution rather than a sale.

With no employees, relevant excise tax, or corporate election, the LLC may operate without a separate federal EIN, though the account application may ask for one. The owner calendars California's initial Statement of Information for November 30, 90 days after registration. If the LLC remains disregarded, its first California annual tax payment is due December 15. If S status is under consideration from the LLC's first tax year, the owner checks the Form 2553 effective date and filing window before issuing payroll or choosing how to report the first invoice. The owner also checks local licensing and whether the service is taxable where sold.

Different for you?

• You are considering S status or already missed the election window: Should you elect S corporation status? explains eligibility and filing; get business formation help before acting on a late or uncertain election.
• You will pay a worker or yourself through payroll: Setting up payroll covers registration and the first deposit.
• You will sell taxable goods or services: When you must collect sales tax covers permit and collection triggers.
• You own the company while living abroad: Forming and running a company from abroad covers EIN issues; US business address and bank account covers agent and document questions.
• You need to identify or file the first returns, including a no-income year: See which returns your business files and your first business tax return.
• The state record, IRS record, ownership papers, or first deadline is unclear: Gather the approved filing, EIN notice, owner IDs, agent details, and planned first hire and sale; get business formation help to reconcile them before filing or opening accounts.