This checklist covers LLCs and corporations in the United States. It separates state-filed formation documents, internal governance records, tax and ownership documents, and post-formation registrations. Document names, fees and filing offices vary by state, so treat this as general information, not state-specific legal or tax advice.
Key Takeaways
- LLCs file Articles of Organization or a Certificate of Formation; corporations file Articles or a Certificate of Incorporation.
- Operating agreements and bylaws are internal records, not the filing that creates the entity.
- An EIN, ownership ledgers, licenses and annual reports may also be required.
- Confirm current requirements with your state agency and keep every approved and signed copy in one record book.
LLC Formation Documents Checklist
Articles of Organization, Certificate of Formation, or Certificate of Organization
This is the state filing that generally creates the LLC. Texas calls it a Certificate of Formation (Form 205), California and New York use Articles of Organization, and Pennsylvania uses a Certificate of Organization.
Typical contents:
- Legal business name
- Registered agent and office
- Management structure (member-managed or manager-managed)
- Principal or mailing address
- Organizer and effective date
- Purpose, in some states
Before filing, verify the state's naming rules, registered-agent requirements, signature rules and filing method. Also check whether member or manager information must be disclosed. Delaware requires an agent with a physical Delaware street address, and California won't accept a P.O. Box for an individual agent.
Operating agreement
The operating agreement records how the LLC actually runs:
- Ownership percentages or units and member contributions
- Voting rights and management authority
- Profit and loss allocations
- Transfers, buyouts and member departures
- Dispute procedures, amendments and dissolution
States rarely want it filed. New York requires a written agreement within 90 days of filing the Articles, but doesn't collect it. California requires an agreement but doesn't file it either.
Delaware's statute recognizes written, oral or implied agreements. Put yours in writing regardless.
EIN and tax election records
An EIN is issued by the IRS, not the state. Per the IRS EIN guidance, corporations and LLCs are among the entities that use one, and having employees or certain tax obligations also triggers the requirement.
A single-member LLC with no employees and no excise-tax liability doesn't need a separate EIN for federal tax purposes. Many get one anyway for banking.
Related elections, only if they apply:
- Form 8832: classification election. The default is partnership treatment for two or more members, disregarded status for one.
- Form 2553: S corporation election. A qualifying LLC making it needn't also file 8832.
Keep the IRS confirmation letter. Your legal name on the SS-4 must match the formation document exactly.
Ownership and member records
Keep these on file:
- Signed operating agreement
- Membership ledger and contribution records
- Membership-interest certificates, if you issue them
- Written consents approving any ownership change
For a single-member LLC, these records matter just as much. They support the separation between owner and company.
State registrations, licenses, and continuing filings
These are separate from the document that forms the LLC:
- State tax accounts (a new Texas LLC completes the Comptroller's Franchise Tax Accountability Questionnaire)
- Local or industry licenses
- Assumed-name or DBA registrations (a New York LLC files a Certificate of Assumed Name for a $25 fee)
- Annual or biennial reports
- Foreign qualification filings
- Certificates of good standing
Requirements depend on your location and what the business does.
Corporation Formation Documents Checklist
Articles or Certificate of Incorporation
This filing creates the corporation. It commonly lists the corporate name, purpose, registered agent, principal office, incorporator, authorized shares and share classes. Under Delaware law, authorized totals, classes and par value belong in the charter.
Terminology and required content differ by state. Authorized shares in the filing do not prove which shares were issued to a particular owner. That is the job of the stock records below.
Corporate bylaws
Bylaws are the internal rulebook. They cover:
- Directors and officers
- Meetings, voting and notices
- Committees and records
- Conflicts of interest
- Share issuance and amendment procedures
The corporation keeps them with its records. California, for one, does not file them with the Secretary of State.
Incorporator action and initial organizational resolutions
The incorporator appoints the initial directors. The board or shareholders then adopt a consent or resolutions approving:
- Bylaws and officers
- Bank accounts
- Stock issuance
- Fiscal year
- Foundational contracts
Under Delaware's DGCL 108, a unanimous written or electronic consent can replace a meeting, subject to charter restrictions.
Stock ownership and capitalization records
These are the records that prove who owns what:
- Stock ledger (Delaware's DGCL 219 covers names, addresses, shares, issuances and transfers)
- Issued-share records and stock certificates, if used
- Subscription or purchase agreements
- Cap table
- Board approval for each issuance or transfer
Paper certificates aren't universal. Delaware lets boards authorize uncertificated shares, which makes the ledger even more important.
EIN, tax elections, and related registrations
Evaluate the following and confirm each with the official agency instead of assuming it applies:
- EIN and federal tax registrations
- State tax and payroll accounts
- Business licenses and assumed-name registrations
- Annual reports and foreign qualifications
On federal reporting: FinCEN's August 2026 final rule made the exemption for U.S.-formed entities permanent, so domestic LLCs and corporations have no beneficial ownership (BOI) filing under that rule.
Shared and Post-Formation Documents
Formation document terminology varies by state
| Entity | Common state document names |
|---|---|
| LLC | Articles of Organization, Certificate of Formation, Certificate of Organization |
| Corporation | Articles of Incorporation, Certificate of Incorporation |
Similar names do the same basic job, but each state asks for different information.
Required documents versus recommended internal records
Sort every document by what it does:
- State-filed documents create or amend the entity.
- Internal agreements govern operations.
- IRS records address federal tax identification.
- Licenses and tax registrations authorize specific activities.
- Annual reports and good-standing certificates show ongoing compliance.
Ownership proof depends on the entity type
LLC owners typically rely on:
- Operating agreement
- Membership ledger and contribution records
- Membership-interest documents
Corporate shareholders typically rely on:
- Stock ledger, certificate, or issuance record
- Cap table
- Purchase or subscription agreement and approving resolutions
Documents for changes, expansion, or closure
Amendments cover changes to the legal name, registered agent, address, or governing provisions.
Other events need their own filings:
- Mergers and conversions
- Foreign qualification (typically a Certificate of Authority, per the SBA)
- Withdrawals and dissolutions
Florida's Sunbiz, for example, offers separate forms for each. File every one with the original formation records.
Build a practical company record book
Keep a secure digital copy plus a physical set containing:
- Approved formation documents and amendments
- Signed governance documents, minutes and written consents
- IRS confirmations and ownership records
- Licenses, annual reports and good-standing certificates
Limit access to the people who need it, and put renewal deadlines on a shared calendar. Annual report dates are unforgiving: Florida's LLC report is $138.75 and its corporate report $150, with a $400 late fee.
How to File, Retrieve, and Organize Formation Documents
Confirm the correct state agency and filing requirements
- Identify the state of formation.
- Find the official Secretary of State or equivalent business agency.
- Check name availability.
- Appoint an eligible registered agent.
- Select the correct form and read the current instructions.
Submit the filing and preserve official evidence
Complete the form, add required signatures, pay the current fee, and submit online or by mail if the state allows. Fees vary widely: roughly $70 in California, $110 in Delaware, $125 in Pennsylvania and Florida, $200 in New York, and $300 in Texas.
Save the receipt, the approved filing, the acknowledgment, and a certified copy when available. Keep digital and paper copies in a dedicated corporate records file for banks, lenders, and tax filings.
Retrieve missing or replacement documents
- State filings: Search the state business registry, then order plain or certified copies. Texas charges $15 plus $1 per page for certified copies.
- IRS records: Request Letter 147C through the Business and Specialty Tax Line at 800-829-4933.
- Internal documents: These aren't public records. Ask your organizer, registered agent, accountant, or legal advisor.
Common Mistakes and When to Get Help
Confusing formation documents with related business paperwork
An EIN, DBA, license, operating agreement, bylaws, annual report and good-standing certificate are not interchangeable with the state filing that creates the entity. Label each by purpose, filing agency, effective date and renewal requirement.
Allowing inconsistencies in names, owners, addresses, or management details
Mismatches between the state filing, EIN application, governing documents, ownership ledger, bank records and tax returns cause delays and compliance trouble. Reconcile them after formation and after every ownership or structural change.
Missing required filings and deadlines
Missed filings cost more than most owners expect. Florida dissolves entities that miss its annual report deadline, and New York LLCs that skip publication lose authority to conduct business.
When to get professional support
Seek legal advice for complex ownership, investor, liability, multi-state or governance questions. Classification and tax-election decisions call for separate tax advice.
JFT Group, founded in 2012 by John Tornese, supports business formation coordination, EIN and permit applications, tax setup, bookkeeping, payroll and ongoing financial organization for businesses nationwide.
Frequently Asked Questions
How much does it cost to file LLC formation documents?
It depends on the state filing fee, plus optional costs such as name reservation, certified copies, registered-agent service, expedited processing, publication, licenses and tax registrations. Confirm current charges with your state agency.
How do I form an LLC in Texas?
Choose a compliant name, appoint a registered agent and file Form 205 with the Texas Secretary of State ($300). Then get an EIN if needed, write an operating agreement and complete Comptroller, licensing and ongoing filings. Verify current requirements first.
What documents should an LLC have?
The state formation document, operating agreement, EIN confirmation if applicable, ownership and contribution records, licenses and tax registrations, annual reports and amendments.
How do I get or download a Certificate of Formation (certificate of incorporation)?
Search the official state business registry, or request a plain or certified copy from the filing agency. Certificate names differ by entity type and state, and public availability varies.
What document proves you own an LLC?
Usually the operating agreement, membership ledger, contribution records and membership-interest documentation, not the state certificate alone. Requirements and evidentiary value vary by state.
What is considered a formation document?
The state-filed document that legally creates the entity: Articles of Organization or a Certificate of Formation for an LLC, Articles of Incorporation for a corporation. Governance, tax, licensing and compliance records are separate.
