LLC Formation Guide
How to Form an LLC: A Step-by-Step Guide for Any State
Forming an LLC is the most popular choice for small business owners who want personal liability protection without the complexity of a corporation. The process is straightforward — choose a state, file articles of organization, create an operating agreement, and obtain any required licenses — but the specifics vary by state. This guide walks through every step, with state-specific notes and links to state resources.
Last updated: July 11, 2026 · Reading time: 9 min read
LLC formationLLCarticles of organizationoperating agreementsmall business
Step-by-Step: How to Form an LLC
- Choose a state to form your LLC in Most small businesses form in their home state. Some states (Delaware, Wyoming, Nevada) are popular for incorporation due to favorable laws, but forming out-of-state adds cost (foreign qualification fees) and complexity. For most small businesses, the home state is the right choice.
- Choose a unique LLC name The name must be distinguishable from other entities on file with the state, and must include "LLC" or "Limited Liability Company." Check the state's business name database before filing. Also check domain name availability and federal trademark databases.
- Designate a registered agent Every LLC must have a registered agent — a person or service authorized to receive legal and tax documents on behalf of the LLC. The agent must have a physical address in the state of formation. Many states allow you to act as your own agent; many small businesses use a registered agent service for privacy.
- File articles of organization The articles of organization (sometimes called a certificate of formation) is the document that creates the LLC. It includes the LLC's name, registered agent, principal office address, and the names of the organizers. Filing fees range from $50 to $500 depending on the state.
- Create an LLC operating agreement The operating agreement is the internal governance document for the LLC. It defines ownership, management structure, profit distribution, and member voting. Even single-member LLCs should have an operating agreement to reinforce the liability shield.
- Obtain an EIN from the IRS An EIN (Employer Identification Number) is required to open a business bank account, hire employees, and file business taxes. Free from the IRS and issued instantly at irs.gov/SSB.
- Open a business bank account Commingling personal and business funds can pierce the LLC's liability shield. Open a dedicated business bank account and use it only for business transactions.
- Obtain required licenses and permits Most businesses need a general business license from their city or county. Some need state-level licenses (especially regulated industries like food service, construction, healthcare). Check federal requirements (FDA, FCC, ATF, etc.) as well.
State-by-State Filing Fees (Selected)
Use your state's page: For the exact fee, processing time, and filing instructions for your state, see LegalStack's state-by-state guide. Each state page has links to the Secretary of State's filing portal and a breakdown of every fee and requirement.
- California — $70 filing fee, $20 biennial statement of information, $800 minimum franchise tax
- Delaware — $90 filing fee, $300 annual franchise tax (minimum), $50 annual report
- Florida — $125 filing fee, $138.75 annual report
- New York — $200 filing fee, biennial statement of information ($9 every 2 years)
- Texas — $300 filing fee, no annual report, franchise tax reporting may apply
- Wyoming — $100 filing fee, $60 annual report, no state income tax
- Nevada — $75 filing fee, $350 annual list filing, $200 business license
After Formation: What Most LLCs Forget
- Operating agreement — required in some states (CA, MO, ME, NY, DE for multi-member); strongly recommended in all states
- EIN — required for banking, payroll, and tax filing
- Business bank account — separates personal and business funds
- Annual reports — most states require annual or biennial reports; missing deadlines results in administrative dissolution
- Franchise tax — some states (CA, DE, TX in some cases) charge a minimum franchise tax regardless of income
- State income tax registration — even pass-through LLCs must register to file in states where they earn income
- Sales tax permit — required if selling taxable goods or services
- BOI report (beneficial ownership) — federal requirement under the Corporate Transparency Act; most LLCs must file ownership information with FinCEN
Frequently Asked Questions
How long does it take to form an LLC?
Online filings are typically processed within 1 to 10 business days, depending on the state. Some states (Delaware, Wyoming, Nevada) offer expedited processing for an additional fee. Physical filings take 2 to 4 weeks in most states. Same-day filings are available in a few states for an additional expedited fee.
Do I need a lawyer to form an LLC?
Not necessarily. Most small business owners form an LLC themselves using the state's Secretary of State website and a template operating agreement. For simple single-member LLCs in the owner's home state, the DIY process is straightforward. For multi-member LLCs, LLCs formed in a state other than the home state, or LLCs with complex ownership structures, attorney review of the operating agreement is worth the cost.
Is an LLC the same as a corporation?
No. An LLC is a separate legal entity that combines the liability protection of a corporation with the tax flexibility of a partnership. A corporation (C-corp or S-corp) has more formal requirements (board of directors, annual meetings, separate tax return) but can be a better choice for businesses that plan to raise venture capital or go public. For most small businesses, an LLC is simpler and more flexible.
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