Entity compliance foundation setup

Core formation and early-setup items: select business structure; form entity with the state; appoint/maintain a registered agent; file formation documents (Articles of Organization/Articles of Incorporation); obtain EIN from the IRS (form entity with the state first). Federal filings and IDs: EIN is available online from the IRS and is required for hiring employees, operating partnerships/corporations, paying certain taxes and opening business bank accounts. Apply after state formation to avoid delays. Beneficial Ownership / CTA / FinCEN status (critical update): As of FinCEN’s March 26, 2025 interim final rule, entities created in the United States (previously “domestic reporting companies”) are exempt from BOI reporting to FinCEN; the rule refines the definition of reporting companies to primarily capture certain foreign-formed entities that have registered to do business in the U.S. Deadlines and limited reporting obligations remain for qualifying foreign reporting companies. Also, FinCEN warns of related fraud/scam activity—there is no fee to file BOI directly with FinCEN. Ongoing state compliance (the largest recurring risk): Most states require an annual or periodic report/statement of information and often impose a franchise or entity-level tax; penalties for missing filings include late fees, falling out of good standing, administrative dissolution or revocation. State rules vary widely (some states use a fixed annual due date; others use anniversary-based due dates). State-specific examples & common variations (representative): Delaware: Common incorporation state; has franchise tax and an annual franchise tax report and certificate of good standing processes. New York (example cited by industry sources): Publication requirements exist for new LLCs in many counties—failure risks penalties or compliance issues. California: Secretary of State handles business entity filings and records; state-specific statements of information and filings apply. Texas, Florida, Washington, Nevada and other states: differences include franchise tax (TX), no personal income tax (FL), publication (NY), initial reports/fees (WA, NV), privacy and fee differences (WY/DE/NV). Always check the formation state and any foreign qualification states for specifics. Internal governance and recordkeeping: Maintain organization documents (articles/operating agreement/bylaws), keep member/shareholder lists and meeting minutes, hold annual meetings (corporations specifically) or adopt internal schedules for LLCs, and keep accurate tax records (helps preserve limited liability protections and supports due diligence). Licenses and permits: Federal, state and local business licenses/permits and professional licenses may be required depending on industry and location; check local city/county requirements in addition to state. Practical setup checklist & recommended operational controls: 1. Form entity with state and confirm correct entity type. 2. Appoint and document a registered agent and registered office. 3. File formation documents and pay state filing fees. 4. Apply for EIN with the IRS (after state formation). 5. Create and store governing documents: operating agreement (LLC) or bylaws and minutes (corporation). 6. Register for state tax accounts (sales tax, withholding, franchise tax) and local licenses. 7. File any initial reports/publication requirements required by the formation state. 8. Establish an annual compliance calendar and automated reminders for annual reports, taxes, and filings. 9. Keep records and corporate minutes; maintain up-to-date ownership/cap table and contact information for officers/managers. 10. Maintain registered agent service and consider a professional compliance provider if you operate multi-state. Penalties and consequences: Late fees, loss of good standing, inability to obtain certificates of good standing, administrative dissolution or revocation, exposure to personal liability if internal formalities/records are not maintained, and potential fines from tax authorities. Recommended next steps for content creation: An actionable “Foundational Compliance Checklist” (items above) with short explanations and links to authoritative signup/filing pages (IRS EIN, state SOS, FinCEN BOI page) and state examples. State-specific callouts for common-formation states (DE, CA, NY, TX, FL, WA, NV) highlighting: annual report cadence, franchise/tax differences, publication rules (NY), initial reports (CA/WA), and privacy/fee considerations (DE/NV/WY). Include explicit links to each state’s Secretary of State where possible. Clear language on the current FinCEN/BOI status and what types of entities (primarily certain foreign-formed reporting companies) must still report, plus fraud warnings. A sample compliance calendar and templates: sample operating agreement checklist, sample annual minutes template, sample annual report reminder schedule. CTA/next-step suggestions for readers: verify formation state requirements, consult a CPA or business attorney for tax/structure decisions, consider professional registered agent and compliance services, and set automated reminders.