What Documents You Need for a US Entity: The Complete 2025 Guide

Setting up a US entity as a European company can feel like navigating a maze of paperwork, state regulations, and banking requirements. You've likely heard conflicting advice from EOR providers, law firms, and accountants about what documents you actually need versus what's merely recommended.

The reality is that forming a US entity requires more than just filing a single form. You'll need a coordinated bundle of state filings, governance documents, tax registrations, and supporting materials that satisfy banks, investors, and regulators. This guide provides a defensible baseline for mid-market HR, Finance, and Legal leaders who need clarity on exactly what documents are required, when to prepare them, and how they connect to your broader employment strategy.

Key Takeaways

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Key US Company Registration Documents You Need To Form An Entity

A US legal entity is a business structure recognised by state and federal authorities as separate from its owners. When people refer to "company registration documents" or "incorporation documents," they're actually talking about a bundled set of papers that work together to establish and operate your entity.

The documentation falls into four main categories:

Filed with the state:

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Internal corporate documents:

• Corporate bylaws (corporations) or LLC operating agreement
• Initial board, member, or manager resolutions
• Share register or membership register
• Beneficial ownership records
• Capitalisation table (if relevant)

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Tax and regulatory registrations:

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Practical supporting documents:

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State formation documents typically include your entity name, registered agent details, principal office address, business purpose (if required), share or membership structure, and initial directors or managers. Banks, investors, and regulators will expect the full set, not just the state filing, so plan to produce a combined package.

Understanding who typically prepares each category of documents can help you coordinate your formation process effectively. State filings such as Articles of Incorporation or Organisation are usually prepared by legal counsel or a formation agent. Internal governance documents like bylaws and operating agreements are typically drafted by legal counsel to ensure they meet your specific needs. Your finance team or accountants generally handle tax registrations including EIN and state payroll accounts. Supporting materials such as KYC documents and registered agent agreements are usually assembled by your internal team with support from counsel.

If you're a UK or EU parent company, you'll also need home-jurisdiction proofs alongside these US filings. The following sections cover those additional requirements and how to coordinate both sets of documents effectively.

Strategic Decisions To Make Before Preparing US Entity Documents

Before instructing lawyers or formation agents, take a strategic checkpoint to ensure your documents reflect deliberate choices rather than default options. The paperwork you prepare should align with your broader employment and business strategy.

Do you need a US entity now?

Consider whether to establish an entity immediately or continue using contractors or EOR services during early market entry. Many European companies benefit from testing the US market through an EOR before committing to entity formation and the associated governance overhead.

Entity type selection:

LLCs offer flexible ownership structures and pass-through taxation, making them suitable for internal service entities or holding companies. Corporations provide standardised governance frameworks that venture-backed companies and investors typically expect. Your choice affects the specific documents you'll need and ongoing compliance requirements.

Ownership and governance structure:

Determine which parent entity will own the US subsidiary, who will serve as directors or managers, and what decision-making rights the US team will have. These choices directly impact your governance documents and banking relationships.

State of formation:

Delaware offers predictable corporate law and established precedents, making it popular for investor-facing entitiesDelaware offers predictable corporate law and established precedents, making it popular for investor-facing entities, with 81.4% of U.S. IPOs choosing Delaware incorporation in 2024. However, you'll still need to register as a foreign entity in states where you have employees or significant business operations. Consider both formation costs and ongoing compliance obligations.

Operating alignment:

Your employment model, tax registrations, and any sector licences must align with your entity structure. Misalignment can create compliance risks and operational complications that are expensive to resolve later.

Each strategic decision area has specific implications for your documentation requirements and should involve the right stakeholders. When considering entity versus EOR timing, this determines your urgency and document preparation timeline, and should involve HR, Finance, and Legal teams. Your entity type choice between LLC and corporation changes your core governance documents and tax elections, requiring input from Finance, Legal, and Tax advisors. State selection affects specific forms and ongoing filing requirements, and should be decided by Legal and Finance. Your employment model impacts payroll registrations and compliance documentation, necessitating involvement from HR, Legal, and Compliance teams.

At Teamed, we often meet HR and Finance leaders once they already have a US entity quote on their desk, but no clear view on whether that entity is necessary or which documents genuinely matter for employment compliance. Getting the strategy right first ensures your documentation supports your long-term goals rather than creating unnecessary complexity.

LLC Documents Needed Compared With Corporation Formation Documents

Both LLCs and corporations are recognised US business entities, but they require different documentation packages. LLCs offer flexible ownership and tax structures, while corporations provide standardised governance frameworks that align with investor expectations and equity compensation plans.

LLC core documents:

Articles of Organisation or Certificate of Formation - Filed with the state to establish the entity legally.

Operating Agreement - Internal document governing member rights, profit distributions, and management structure.

Initial member and manager resolutions - Authorise key actions like banking arrangements, tax elections, and operational decisions.

Register of members - Tracks ownership percentages and beneficial owner information for compliance purposes.

Corporation core documents:

Articles of Incorporation or Certificate of Incorporation - Filed with the state to establish the entity and authorise share classes.

Bylaws - Internal governance rules covering board procedures, officer roles, and shareholder meetings.

Initial board resolutions - Authorise stock issuance, banking relationships, and key operational decisions.

Share register and shareholder agreements - Track ownership and define investor rights and restrictions.

Tax elections like S-corporation status are separate documents that complement, rather than replace, your formation documents. These elections can significantly impact your tax obligations and should be considered early in the formation process.

The key differences between LLC and corporation structures are important to understand. For LLCs, the primary state-filed document is the Articles of Organisation, while corporations file Articles of Incorporation. The core governance document for an LLC is the Operating Agreement, whereas corporations use Bylaws. LLCs maintain a member register for ownership records, while corporations keep a share register. Initial resolutions come from members or managers in an LLC structure, but from the board in a corporation. Regarding tax elections, LLCs can typically choose partnership, S-corp, or disregarded entity status, while corporations generally elect C-corp or S-corp treatment.

Mid-market patterns show that venture-backed companies typically favour corporations for their familiar governance structure and equity compensation capabilitiesMid-market patterns show that venture-backed companies typically favour corporations for their familiar governance structure and equity compensation capabilities, though 73.4% of Delaware formations in 2023 were LLCs. Internal service entities or holding companies can often use LLCs effectively. Banks and investors have different documentation expectations for each structure.

Document names can vary by state, so focus on the function rather than specific titles. Your legal counsel should confirm the exact forms required in your chosen state of formation.

Business Registration Documents For UK And EU Parent Companies Establishing A US Entity

When a UK or EU company establishes a US entity, banks, registered agents, and legal advisors typically request additional documentation to verify the parent company's existence, good standing, and authority to create the subsidiary.

Proof of parent company existence:

For UK companies, you'll need your Certificate of Incorporation, a current Companies House extract showing active status, and your Articles of Association. EU companies should prepare trade register extracts (such as Handelsregister in Germany, Registre du Commerce in France, or Kamer van Koophandel in the Netherlands), along with company statutes and registration certificates.

Parent governance documents:

Prepare a board resolution from your UK or EU parent company specifically authorising the US entity formation. This resolution should also appoint US directors or managers and grant signing authority for incorporation documents and banking arrangements. Include a current group ownership chart showing the relationship between entities.

Identity and address verification:

Gather passports and proof of address for all directors and beneficial owners who will be involved in the US entity. This KYC documentation is essential for banking relationships and regulatory compliance.

Certification considerations:

Allow time for notarised or certified copies, translations into English, and apostilles as required by US authorities. These authentication steps can take several weeks, so begin the process early in your formation timeline.

Different US requirements call for specific UK and EU documents. For proof of corporate existence, UK companies typically provide a Certificate of Incorporation, while EU companies provide a trade register extract. To demonstrate current good standing, UK companies use a Companies House extract, whereas EU companies provide a current registration certificate. Corporate authority is evidenced through board resolutions in both UK and EU jurisdictions. For governance rules, UK companies provide their Articles of Association, while EU companies provide company statutes. Identity verification requires UK passports and utility bills for UK companies, and EU passports and address proofs for EU companies.

Teamed can advise European clients on assembling efficient documentation packages that satisfy US requirements while maintaining consistency with your existing governance frameworks across multiple jurisdictions.

US Entity Formation Documents For Mid Market Companies With 200 To 2,000 Employees

Mid-market companies need documentation that extends beyond legal minimums to satisfy board oversight, audit requirements, and regulatory expectations. The additional complexity reflects the higher stakes and scrutiny that come with scale.

Enhanced governance documentation:

Prepare detailed organisational charts showing your group structure and ownership relationships. Develop board and committee charters that define roles and responsibilities clearly. Create written delegations of authority that specify who can make different types of decisions and approve various expenditure levels.

Intercompany agreements:

Document service arrangements, cost-sharing agreements, intellectual property licences, and intercompany loans between your US entity and parent company. These agreements support your transfer pricing positions and provide clarity for tax authorities in both jurisdictions.

Employment documentation aligned with entity structure:

Ensure offer letters and employment contracts reference the correct US employing entity. Develop an employee handbook that reflects US employment law requirements. Document benefit plan arrangements that tie to your specific entity structure and tax elections.

Regulated sector requirements:

Companies in financial services, healthcare, or defence should prepare codes of conduct, information security policies, and regulatory reporting procedures that specifically reference the US entity. These documents demonstrate compliance readiness to sector regulators.

Mid-market companies typically need to go beyond the minimum legal documents required for formation. While the basic legal requirements include Articles of Incorporation, basic bylaws, initial resolutions, EIN registration, and a registered agent, mid-market companies typically add detailed organisational charts, board committee charters, written delegation of authority documents, intercompany service agreements, and comprehensive employment policy documentation to meet their enhanced governance and operational needs.

European-headquartered firms often establish US entities to meet customer or investor expectations rather than immediate operational needs. Teamed can help align your US documentation with European governance frameworks, ensuring consistency across your global structure while meeting local requirements.

Company Registration Documents For European Scaleups Expanding Into The US

European scaleups benefit from a staged approach to US entity documentation that coordinates with their existing multi-country operations and employment models.

Stage 1: Strategic clarity

Confirm your US entity strategy, including timing, entity type, state selection, and how the entity fits into your broader employment model. This foundation ensures all subsequent documentation supports your long-term goals.

Stage 2: Parent company preparation

Gather your UK or EU parent company documents, including existence proofs, governance authorisations, and KYC materials for key individuals. Begin apostille and translation processes early to avoid delays.

Stage 3: US formation execution

Prepare and file your US formation documents while appointing a registered agent in your chosen state. Coordinate timing with your legal counsel to ensure all documents are properly executed and filed.

Stage 4: Tax and regulatory registrations

Obtain your EIN from the IRS and register for state payroll taxes and other required accounts. Secure any local business licences needed for your specific operations.

Stage 5: Banking and operational setup

Open your US bank account using your complete KYC package. Update group organisational charts and risk registers to reflect the new entity structure.

Stage 6: Employment model alignment

Migrate employees from contractors or EOR arrangements to your US entity payroll. Update customer contracts, master service agreements, and data processing agreements to reference the correct employing entity.

Stage 7: Ongoing governance

Establish regular governance cadences and maintain a secure document repository for ongoing compliance and audit requirements.

European companies often have different expectations about US entity formation compared to the reality they encounter. A common European expectation is that a bank account can be opened immediately upon registration, but the US reality requires additional KYC documentation and an approval process. Many Europeans expect that a single registration covers all operations, when in fact separate registrations are needed in each state where you operate. Europeans often anticipate minimal ongoing compliance, but US entities face regular state filings, tax returns, and governance documentation requirements.

Common pitfalls include reusing UK templates without US legal review, underestimating bank KYC requirements, missing foreign qualification requirements where staff work, and delayed apostille processing. Teamed coordinates US documentation with your existing multi-country employment models to avoid these complications.

US Company Incorporation Documents And Company Establishment By State

The US operates a state-level system where each state has its own forms, terminology, and filing requirements. While core information requirements are similar across states, specific procedures and ongoing obligations can vary significantly.

Consistent nationwide elements:

All states require basic information including entity name, registered agent details, principal office address, and initial directors or managers. The fundamental purpose of incorporation documents remains the same regardless of state.

State-specific variations:

Some states require public disclosure of managers or directors, while others keep this information private. Certain states have publication requirements for new entities. Annual report requirements and franchise tax obligations vary considerably between jurisdictions.

Foreign qualification requirements:

If you incorporate in Delaware but have employees in California, you'll need to register as a foreign entity in California. This involves separate state filings and registrations, not the creation of new entities. Each state where you conduct business may require foreign qualification.

Delaware advantages:

Delaware offers predictable corporate law with extensive legal precedents, making it popular for investor-facing entities. However, you'll still need to register and maintain payroll compliance in every state where you have employees., with 66.7% of Fortune 500 companies incorporated there as of 2024. However, you'll still need to register and maintain payroll compliance in every state where you have employees.

Document inventory management:

Maintain clear records of which filings and registrations apply to which states. This organisation enables fast responses to payroll providers, regulators, and auditors who may request specific documentation.

Understanding when different document types are used and whether they vary by state helps you plan your documentation strategy. Articles of Incorporation are used for initial formation and are state-specific. Foreign qualification applications are needed when registering to do business in additional states and are state-specific. Annual reports are required for ongoing compliance and vary by state. EIN registration provides federal tax identification and is not state-specific. Registered agent agreements are required in each state of operation and are therefore state-specific.

Consider investor expectations, employee locations, administrative complexity, and ongoing tax obligations when choosing your state of formation. Teamed helps assess whether to incorporate versus foreign-qualify based on your specific hiring footprint and growth plans.

Business Formation Documents Banks And Investors Commonly Request

Banks and investors have different documentation expectations that go beyond basic formation requirements. Preparing comprehensive packages early can streamline future fundraising and banking relationships.

Bank KYC requirements:

Banks typically request certified formation documents, EIN confirmation letters, bylaws or operating agreements, and resolutions authorising account opening and signatories. They'll also need identity documents and proof of address for directors and beneficial owners, parent company registration documents for foreign-owned entities, and detailed business descriptions with expected transaction flows.

Investor due diligence expectations:

Investors commonly request your complete incorporation package, current capitalisation table, shareholder or investor agreements, board minutes for material decisions, intellectual property assignment agreements, and key customer or supplier contracts.

Regulated sector additions:

Companies in financial services, healthcare, or defence should prepare current licences, compliance policies, recent audit reports, and risk assessments that specifically reference the US entity structure.

Operational efficiency:

Maintain a digital data room with up-to-date corporate documents to streamline requests from banks, investors, auditors, and major customers. This preparation can significantly reduce the time required for due diligence processes.

Banks and investors have distinct documentation priorities. Banks typically request certified formation documents, EIN confirmation, resolutions for banking, KYC documentation for beneficial owners, business descriptions, and expected transaction flows. Investors typically request a complete incorporation package, capitalisation table, shareholder agreements, board minutes, IP assignment agreements, and key commercial contracts. Understanding these different requirements helps you prepare appropriate documentation packages for each audience.

US documentation requests can be more extensive than European norms, particularly for banking relationships. Teamed helps unify US and European documentation packages to meet requirements efficiently while maintaining consistency across your global structure.

US Entity Documentation Strategy For Mid Market HR And Finance Leaders

Move beyond one-off document preparation to establish a sustainable lifecycle process that integrates with your HR, payroll, and compliance operations.

Ownership and accountability:

Designate a senior owner, typically from Legal or Finance, with shared accountability across HR, Finance, and Compliance teams. This person coordinates document updates and ensures consistency across all entity-related materials.

Document storage and organisation:

Set up a secure repository or entity management system with clear folder structures covering incorporation documents, governance materials, tax registrations, banking documentation, employment records, and regulatory filings.

Regular review cycles:

Update documentation when directors change, during financing rounds, when entering new states, or when policies are revised. Document all changes through formal minutes or written consents to maintain clear governance records.

Operational integration:

Ensure your onboarding processes, payroll systems, and benefits administration pull correct entity data and registrations. Align signatory controls with your written delegations of authority to prevent operational conflicts.

Audit and regulatory preparation:

Maintain documentation that evidences your controls around signing authority, intercompany pricing approvals, and board decision records. This preparation streamlines audit processes and regulatory inquiries.

HR and Finance teams should coordinate their documentation focus across different phases of entity management. In the short-term setup phase, HR should focus on employment documentation alignment while Finance concentrates on banking and tax registrations. During medium-term improvements, HR should prioritise payroll system integration while Finance works on intercompany agreement documentation. For ongoing maintenance, HR maintains policy updates and compliance while Finance conducts regular governance reviews.

Building a consistent model across EU entities and your US operations can prevent siloed practices that create compliance gaps. Teamed advises across 180+ countries to help establish unified documentation standards that scale with your business.

How Teamed Guides Mid Market Companies Through US Entity Documentation

Teamed serves as your strategic advisor from initial decision through execution, integrating entity formation with your broader global employment strategy.

Strategic decision support:

We help you evaluate whether to establish a US entity now or continue with EOR or contractor arrangements. Our advisors consider your growth stage, regulatory requirements, and investor expectations to recommend the right employment model timing.

Structuring guidance:

Our team provides counsel on jurisdiction selection, entity type choices, and governance structures that balance investor norms with regulatory requirements. We help European companies navigate Delaware corporation benefits versus alternative structures.

Documentation planning:

We map the specific company registration documents, governance policies, and intercompany agreements needed to transition staff from EOR arrangements to your owned entity. This planning ensures smooth employee transitions without compliance gaps.

Technology-enabled insight:

Our advisors are supported by AI systems that scan regulatory updates across 180+ countries, but human legal and compliance judgment anchors all recommendations. This combination provides faster insights while maintaining strategic accuracy.

Seamless execution:

Once your entity strategy is clear, we can continue supporting your team via EOR arrangements while incorporation completes, or transition employees to your new US entity payroll once ready.

Specific ways Teamed can support your US entity journey:

A European healthcare scaleup recently worked with Teamed to navigate licensing and workforce compliance questions across the EU and US. We helped align their entity choices, documentation requirements, and employment rollout across multiple jurisdictions while maintaining regulatory compliance in their highly regulated sector.

Ready to discuss your US entity strategy? Talk to the experts at Teamed for fair, transparent guidance on entity decisions and documentation that aligns with your global employment goals.

FAQs About US Entity Documents

How long does it usually take to gather all US entity documents?

Timelines depend on parent company record readiness, state processing speeds, and bank KYC review requirements. Plan for a staged process with an early checklist rather than expecting a single milestone date. Most formations can be completed within 4-8 weeks if documentation is prepared systematically.

Can I establish a US entity from Europe without travelling to the United States?

Generally yes, through legal counsel, registered agents, and electronic signatures. However, some banks or regulators may prefer or require in-person verification checks later in the process. Confirm remote options with your chosen bank and advisors early to avoid surprises.

Do US entity documents need to be notarised or apostilled?

State filings typically don't require notarisation for initial submission. However, banks, foreign authorities, andor group companies may request notarised or apostilled copies for their records. Ask your advisors which specific documents need certification before beginning the process.

Can I reuse my company registration documents if I register in multiple US states?

Core incorporation documents can be reused as supporting evidence for foreign qualifications, but each state has its own specific registration forms and requirements. Keep certified copies of your formation documents ready for multi-state filings.

How often should US entity documents like bylaws and operating agreements be updated?

Update governance documents when material changes occur, such as ownership transfers, board changes, financing rounds, or significant operational shifts. Include an annual or periodic review as part of your governance and audit preparation processes.

What is mid-market?

Mid-market typically refers to companies with roughly 200-2,000 employees or revenue between £10 million and £1 billion. These companies are complex enough to face significant employment and compliance challenges but typically lack in-house global employment counsel. This guide specifically targets that scale of operation.

Which professional advisers should review my US entity documents?

Engage US legal counsel and tax advisors for formation and compliance guidance, with input from your internal CFO and Head of People. European counsel should confirm alignment with home-jurisdiction requirements. A strategic advisor like Teamed can coordinate these various inputs to avoid conflicting advice and ensure your documentation supports your employment strategy effectively.