What Documents Does a US Company Need: LLC, C-Corp, Sole Prop

Registering a US company is a 3-7 day process that ends with one document from the state. What comes next is the part most founders aren't ready for: the internal document package banks, investors, counterparties and the IRS will eventually look at. And which, in 80% of the cases we see at Edeal, is half-built at first contact.

This article is not a do-it-yourself walkthrough. It's a map of what the document package should look like for each entity type — what's required by law, what's de facto required (banks, investors, KYC), and what becomes critical only under specific circumstances. We cover the four structures non-residents work with most often in the US: Sole Proprietorship, LLC, C-Corporation, and the S-Corp election that sits on top of them.

One technical clarification upfront: S-Corp is not a separate entity type, but a tax regime that an LLC or C-Corp elects via Form 2553. And S-Corp shareholders can only be US citizens or US residents — non-residents cannot be shareholders. If you're a non-resident, the S-Corp election is closed to you. That leaves LLC and C-Corp. It simplifies the choice.

1. Articles of Organization / Incorporation — the foundation

This is the document the state issues after successful company registration. It's the document that makes your company legally exist. Without it, there is no company — even if the state's website lists it.

For an LLC the document is called Articles of Organization (in some states — Certificate of Formation, e.g., Delaware). For a corporation — Articles of Incorporation (in Delaware — Certificate of Incorporation). Sole Proprietorship has no equivalent, because Sole Prop isn't a separate legal entity — it's just an individual doing business under their own name.

Typical contents: the company's legal name, registered agent, RA's physical address in the state, members or incorporators, purpose clause, and for corporations — authorized shares count and their class. In most states the document is short — one or two pages. Delaware and Wyoming accept it online; California uses a specific form with status publication.

What to verify: the company name in Articles must exactly match the name you use at banks, in tax filings, in contracts. A single space, or «Inc» instead of «Incorporated», can derail bank verification. If you need to change the name — that's done not by editing the text but with a separate Articles of Amendment, also filed with the state and paid for separately.

2. EIN Letter — the tax number with IRS confirmation

EIN (Employer Identification Number) is a nine-digit number issued by the IRS. You need it to open a bank account, hire employees, file tax returns, register in payment systems. Without an EIN, the company can't be used for anything except sitting as an empty shell.

The number itself is not a document. The document is CP 575 — the official IRS letter sent once when the EIN is first assigned. If you applied online — the PDF is available at session's end, with no repeat. If you applied by fax or mail (the standard path for non-residents via Form SS-4) — CP 575 arrives by mail.

147C is the replacement letter. If CP 575 is lost or never arrived, you can request Letter 147C by calling the IRS Business & Specialty Tax Line. Functionally it's the same confirmation, just issued on request later. For non-residents, 147C via an IRS phone call is standard practice — CP 575 often doesn't make it to a foreign address due to international mail delays.

What banks check: most US banks and fintech platforms accept both CP 575 and 147C as equivalents. What matters to them isn't that you «have an EIN», but the official IRS document that confirms it. If you're opening an account and the KYC form asks for an «EIN confirmation letter» — that's CP 575 or 147C.

Verification note: getting an EIN as a non-resident runs via fax with Form SS-4 (responsible party without SSN).

3. Operating Agreement (LLC) / Bylaws (C-Corp) — the internal charter

Articles register the company with the state. Operating Agreement or Bylaws register how the company is structured internally: who makes decisions, who receives profit, who carries liability, what happens when a participant exits. Without this document the company runs on the state's default statutory rules — which often contradict what its creators actually wanted.

Operating Agreement for an LLC

Operating Agreement is the LLC's internal charter. Minimum content: list of members and their interests, profit allocation (by interest or by special agreement), decision-making rules (member-managed vs manager-managed), transfer of interests on sale / death / withdrawal, dispute resolution mechanisms, dissolution conditions.

In some states a written Operating Agreement is required by law; in the rest it formally isn't — but banks and investors require it at due diligence anyway, even for single-member LLCs, to confirm the liability shield, so de facto it's needed everywhere.

Bylaws for a C-Corporation

Bylaws are the corporate equivalent of an Operating Agreement. They describe: the board of directors structure, formation and re-election procedures, officer positions (President, Secretary, Treasurer), how shareholder and board meetings are conducted, decision-making rules, quorum requirements, voting procedures.

On requirements this is stricter than for LLCs: bylaws are required for C-Corps. They're kept in the corporate book, not filed with the Secretary of State. But banks, investors, and insurance carriers ask for them as a matter of course during KYC and due diligence.

Where Edeal sees the problem: clients arrive with template OAs and Bylaws downloaded from the internet or generated by ChatGPT. These often miss critical provisions: deadlock resolution, co-owner exit mechanisms, capital call procedures, taxation elections, indemnification clauses. When such documents are actually scrutinized — by a bank at account opening or an investor in due diligence — half the required parts are missing or contradict each other.

4. Partnership / Shareholder Agreement — when there's more than one owner

This is a separate document from Operating Agreement and Bylaws. The Operating Agreement describes the company's structure. The Shareholder Agreement (for C-Corp) or Partnership/Membership Agreement (for multi-member LLC) describes the relationship between co-owners — what happens when disagreements arise.

For a single owner the document isn't needed. For two or more — it's critical. Without it, the partnership is a time bomb: disagreements between partners eventually surface, and without pre-agreed exit and resolution mechanics those disagreements become expensive litigation.

The minimum set of clauses that should be in place:

Vesting schedule. When partners receive their interests over time rather than all at once — that's formalized via vesting (typically 4 years with a 1-year cliff). It protects the company from the scenario where a partner gets 50% of equity and walks away after 3 months.

Right of First Refusal (ROFR). If one partner wants to sell their interest — the other co-owners get the first option to buy. Prevents an unwanted third partner from entering.

Tag-along and drag-along rights. Tag-along: a minority co-owner can join a majority's sale on the same terms. Drag-along: the majority can force the minority to sell together.

Dispute resolution and deadlock. What to do when 50/50 partners can't agree: forced buyout (Texas shootout, Russian roulette), arbitration, dissolution procedures.

Buy-Sell provisions. What happens on death, incapacity, divorce, bankruptcy of a partner. Usually — a mandatory buyout by the company or other partners under a pre-agreed valuation formula.

Internal link: we covered these clauses in detail in a separate piece — 6 Shareholder Agreement Clauses That Save Founders. Specific wording and examples from case law.

On vesting: for partnerships with asymmetric contribution (one brings money, another brings work), the standard vesting schedule doesn't fit. There's a structure called parallel vesting — we covered it in The 50/50 Trap: Why Equal Equity Destroys More Startups Than Bad Products.

5. Stock Issuance and Stock Ledger — C-Corporation only

An LLC doesn't issue shares — it issues membership interests. They're described in the Operating Agreement and don't require a separate issuance package. A C-Corporation issues shares of stock — and that triggers a separate document set, without which the company can't lawfully transfer ownership.

What you need:

Stock Issuance documents: Subscription Agreement (the agreement by which a shareholder purchases stock from the corporation), Board Resolution (the board's authorization of the issuance), Stock Certificate or uncertificated record (proof of ownership).

Stock Ledger (cap table): the official register of all issued shares — who, when, how many, at what price. This is the document everyone checks: banks at KYC, investors in due diligence, the IRS in audits, shareholders at exit.

Modern practice in 2026: paper certificates are legacy. Uncertificated shares via board resolution are allowed, and most C-Corps in recent years run through cap table platforms — Carta, Pulley, AngelList Stack, Shoobx. Paper certificates remain in use only for founders' shares paired with a 83(b) election (to confirm the «transfer» in certificate form), but even there the trend is electronic book-entry.

Section 83(b) election — a critical document for founders with vesting. When a founder receives restricted stock on a vesting schedule, there's a hard filing deadline for the 83(b) election — the IRS doesn't grant relief, courts don't make exceptions.

Why 83(b): without it, every time a vesting cliff passes, ordinary income tax accrues on the current FMV of the shares. If the company has grown substantially in value over the vesting period, the founder ends up with a large ordinary income — without the cash to pay it. With 83(b), the tax is calculated once now, on the low FMV, and all future growth flows as long-term capital gain.

Where Edeal sees the problem: this is where ChatGPT-generated cap tables and subscription agreements fall apart at the first VC check. A misformulated vesting cliff, missing acceleration provisions, vague forfeiture terms, a skipped 83(b) — each of these errors can cost a founder hundreds of thousands of dollars at exit.

6. Optional documents — when they become mandatory

These documents aren't needed by 100% of companies. But if your situation hits one of the triggers below — they become hard requirements, with concrete penalties for missing.

DBA / Fictitious Business Name

Needed when a company operates under a name different from its legal name in Articles. Example: an LLC registered as «Smith Holdings LLC» selling under the brand «Smithy». It's a consumer protection requirement — customers need to be able to identify the real subject of liability.

Registration level depends on the state: California — county recorder + publication in a local newspaper. Florida and Texas — state-level (Sunbiz for Florida, SOS for Texas). Delaware, Wyoming, Alabama, Alaska, Arizona and several others don't require separate DBA registration.

Foreign Qualification (Certificate of Authority)

Needed when a company is registered in one state (e.g., Delaware LLC) but does business in another (e.g., California). «Doing business» triggers: office, warehouse, resident employees, bank account with active operations, physical presence. Passive transactions (one-off contract, online sales without presence) typically don't trigger.

What missing it costs in California: a daily penalty for intrastate business without registration; franchise tax retroactively for every year unregistered; a ban on maintaining lawsuits in California court until compliance; in some cases — personal liability for members/managers.

BOI Report (FinCEN)

Important update: US LLCs and US C-Corps don't file BOI. This is fully lifted from domestic companies, even with a non-resident owner. Registered in Delaware/Wyoming/etc. = US reporting company → exempt.

Who still files: only foreign reporting companies — entities formed under the law of a foreign country (a Russian OOO, a Cypriot Ltd, an Estonian OÜ) and registered to do business in the US through a Secretary of State as a foreign LLC/foreign Corp.

Note: BOI status moves fast — we recommend verifying with a tax advisor before acting.

S-Corp Election (Form 2553)

Not a separate entity type but a tax regime that an LLC or C-Corp elects via Form 2553. Effect — pass-through taxation (like an LLC) with the ability to split income into salary (subject to self-employment tax) and distribution (not subject).

Critical for non-residents: S-Corp shareholders can only be US citizens and US residents. If a nonresident alien becomes a shareholder, the election invalidates the entire S-corp status retroactively. It's a hard barrier for non-residents: S-Corp is fundamentally unavailable.

Other limits: max 100 shareholders, only one class of stock, no corporations or partnerships as shareholders.

Section 83(b) Election (referenced above)

A hard filing deadline after the restricted stock grant. For C-Corp founders with a vesting structure — a mandatory element of the package.

In our consultations I see the same pattern over and over. The client arrives with a registered company — but no Operating Agreement, no Bylaws, no EIN letter, sometimes not even the original Articles. The documents were either never made, or generated somewhere online with no live attorney involved. It surfaces at the bank account stage or the first investor due diligence — and then we're rebuilding everything under pressure. The documents are made once, properly, for the specific case — it's much cheaper than redoing them halfway through.

— Anton Chekhov, founder and CEO of Edeal

7. Comparison map: what each entity needs

Below — the summary table. Columns: entity types. Rows: documents. ✅ means «required (by law or de facto)», opt. — «optional under circumstances», — means «not applicable».

See table below.

Note: S-Corp election and BOI are marked with caveats because S-Corp is unavailable to non-residents, and US companies don't file BOI.

Do it right once — cheaper than redoing it later

Company documents are made once. A mistake in the Operating Agreement, a missed 83(b), an incorrect Stock Ledger, an absent Shareholder Agreement — each surfaces 2-3 years later, when fixing it is far more expensive. Worst case — at the investment round or exit, when the entire documentation lands on VC counsel's desk.

One common pattern in 2025-2026: clients arrive with document packages generated through ChatGPT. They look professional, but they fall apart at the first real check: missing clauses, contradictory wording, provisions unenforceable in the specific state, absent critical elements like 83(b) or acceleration provisions. ChatGPT doesn't know the specifics of your state, entity type, owner's tax status, industry. An attorney does.

Edeal employs licensed attorneys specializing in business structures for non-residents and international entrepreneurs in the US. Which means each document is prepared for the specific case — accounting for the state of registration, entity type, owners' status, and business strategy — not as a template you'll later have to redo.

What's included in Edeal's legal support

What's included in Edeal's legal support:

• Full document package at company formation. Articles, EIN application, Operating Agreement / Bylaws, Shareholder Agreement, initial board resolutions. Not a template — custom-fit to the structure.
• Individual attorney consultations. Walkthrough of your specific case — choice of structure, partnership discussion, tax strategy, legal risks.
• Strategic sessions for partnerships. With 2+ co-owners, this is a separate conversation about vesting, ROFR, drag/tag-along, dispute resolution, exit mechanisms. Not template clauses — a structure that matches the real distribution of contribution and risk.
• Legal strategy for growth. Preparation for investment rounds, IP protection, structuring for international operations, BEPS-compliant holding setups.
• Contract preparation: employment contracts, contractor agreements, client agreements, partnership agreements, NDAs, licensing agreements.

If your company is already registered and you're not sure the document package is properly assembled — come for a consultation. We'll review what's in place, what's missing, and where the critical gaps might be.