How to Register a Business Entity
Business entity registration in the U.S. is governed at the state level. The general steps include choosing a business structure, selecting a business name (and ensuring it is available in your state), filing formation documents with the appropriate state agency (usually the Secretary of State (SOS)), and obtaining any required local licenses or permits to operate your business in your chosen location. Some states also require sales tax registration. In most cases, you will also need to obtain an Employer Identification Number (EIN) from the IRS.
You can register a business entity directly with the state (usually through the SOS) or through a commercial company authorized to process business registrations. Available entity types offer varying levels of liability protection and administrative responsibility-choose carefully.
How to Check if a Business Name is Available / Taken
Before registering your entity, you must confirm that your chosen business name is available and follows the state's guidelines for business naming conventions. You cannot register a name if it is already in use by another company. Another consideration is avoiding trademark infringement, which requires checking federal databases to reduce the risk of legal issues.
There is no single national database of registered business entities. Instead, you can search individual state databases to determine whether your business name is available. Many Secretary of State websites offer a business name search tool, but these tools are state-specific. You can also use the United States Patent and Trademark Office (USPTO) to check for trademark conflicts.
A streamlined method is to use EntityCheck's business name search tool, which lets you check whether a potential business name is available in any U.S. state and search federal trademark databases to help avoid infringement issues. If your chosen name is available, you can register immediately through Northwest Registered Agent.
Types of Business Entities Available
Business entities generally fall into two categories: for-profit and nonprofit. The main difference lies in ownership and revenue distribution: for-profits exist to generate financial returns for owners/shareholders, whereas nonprofits reinvest all surplus revenue into a specific community or social mission. Different business structures have important tax implications, so choosing the right structure is essential.
The most common business entities are:
For-profit
Sole Proprietorship:A single-owner business where the owner is personally liable for all business debts and obligations, and business income is "passed through" to the owner's personal tax return.
Partnership: Owned by two or more people who share management responsibilities, profits, and liabilities.
Limited Liability Company (LLC):Protects personal assets from business liabilities while offering flexible "pass-through" taxation. LLCs are among the most popular business entities in most states.
Corporation (C-Corp or S-Corp):A distinct legal entity separate from its owners. C-Corps offer strong liability protection but may be subject to double taxation (at both the corporate and shareholder levels). S-Corps allow profits to pass directly to shareholders' personal tax returns, avoiding double taxation.
Nonprofits
Nonprofit Corporation: The most common structure, governed by a board of directors rather than shareholders. Nonprofits do not have owners and cannot distribute profits to individuals.
501(c)(3) Organizations: A specific IRS tax-exempt designation for religious, charitable, scientific, or educational entities. Donations to these organizations are generally tax-deductible for the donor.
Not-for-Profit:The terms "nonprofit" and "not-for-profit" are often used interchangeably, although some states distinguish between them. Not-for-profit organizations typically serve the interests of their members (such as recreational sports leagues, social clubs, or homeowners associations) rather than the general public.