When you start a company in the United States, you do not file papers with the federal government. You file with a single state. That state has an office whose job is to keep a record of every company registered there. In most states that office is the Secretary of State, but not in all of them, and the name you see on the website is often different from the name in the law.
The word "office" here is confusing. It is not one building. It is a title, an agency, and a website, and those can have different names. In many states "Secretary of State" is the term used in the statute and on the formation document. But when you log in to file, you might land on a site called "Division of Corporations" or "bizfile" or "WyoBiz," and each one works a little differently.
This is why founders get stuck. They find the right state, understand what an LLC is, and then spend an hour looking for the place to actually submit the papers.
How the Secretary of State actually works
Each state has one office that receives formation documents. In most states it is the Secretary of State. But the structure varies, and so does the name you see.
Delaware is the clearest example of the split, because the legal name and the working name are different. Delaware's Limited Liability Company Act refers to "the Secretary of State" throughout: the certificate of formation is filed with the Secretary of State, and the fees are paid to the Secretary of State (6 Del. C. §18-201, §18-1105). But the office you actually deal with is the Division of Corporations, and its website is corp.delaware.gov, not the Secretary of State's own domain. The forms, fees, and public records all live there. The legal title in the statute is still "Secretary of State." The name you see when you file is "Division of Corporations."
Wyoming and California skip this split. They call their filing office "Secretary of State" on the law, the forms, the fee schedule, and the website. Wyoming's office is the Business Division of the Secretary of State, and you file through a portal called WyoBiz at wyobiz.wyo.gov. California's filings are handled by the Business Entities Section, inside the Secretary of State's Business Programs Division, and the portal is called bizfile Online at bizfileonline.sos.ca.gov. But when you read Wyoming's law or California's law, it says "Secretary of State," so the titles match.
All three states run separate online portals, not one federal filing system. You cannot file everything in one place. When you decide to form a company in Wyoming, you go to WyoBiz. When you switch to Delaware, you go to the Division of Corporations website instead. This is by design. Each state runs its own registry.
One important thing: Delaware, Wyoming, and California do not represent all 50 states. In some states the filing office is not the Secretary of State at all. In Arizona, articles of organization are delivered to the Corporation Commission (A.R.S. §29-3201). In Virginia, they are filed with the State Corporation Commission (Va. Code §13.1-1004). In New York, they are filed with the Department of State (N.Y. LLC Law §203). So if you register outside the three states covered here, look up that state's filing office by name before you assume it is the Secretary of State.
🇺🇸 If the IRS counts you as a U.S. person
You file with the filing office for the state you choose, at the official portal or mailing address for that state. The process is:
- Go to the correct website (Delaware: corp.delaware.gov, Wyoming: wyobiz.wyo.gov, California: bizfileonline.sos.ca.gov, or look up your state's business filing office).
- Line up a registered agent with a street address in that state. You need the agent's name and address before you can finish the form, because the form asks for it. In Delaware, the certificate of formation must set out the registered office address and the registered agent's name and address (6 Del. C. §18-201(a)(2)).
- Complete the formation document. This is usually called a Certificate of Formation or Articles of Organization (the name depends on the state).
- Pay the state fee. Check the state's current fee schedule before you file. Fees change on administrative notice, and Delaware's schedule changes again on August 1, 2026.
- Submit electronically or by mail (most states accept both).
- The state processes your paperwork and sends a confirmation.
You do not need a lawyer, and you do not need to file anything with the federal government at this stage. The state does not care whether you live there or somewhere else. From the state's point of view, all LLCs are treated the same.
🌏 If it does not
The process is identical. You go to the same website or mailing address, fill out the same form, pay the same fee, and submit it the same way. The state does not ask for your citizenship or where you live. The registration rules do not change based on who you are.
At the state level there is no residency requirement to register a company. You are a foreign founder, but the state has no reason to treat you differently, and it does not.
The registered agent requirement is not a non-resident rule. Every LLC needs one. Delaware requires each LLC to have and maintain a registered office and a registered agent in Delaware (6 Del. C. §18-104(a)), and the same idea applies in the other states. The difference is who fills the role: a founder who lives in the state can often serve as their own agent, while a founder who lives abroad has to hire one. Either way the agent's name and address go on the formation document, so this is a step you take before you file, not after. Registered agents are covered in a separate article.
What is the same for everyone
Because the filing office does not distinguish between residents and non-residents, the table below shows what is identical for all founders:
| What you need | How it works | Depends on your residency? |
|---|---|---|
| Where to file | The business filing office for the state where you want to form the company, usually the Secretary of State | No |
| What form to use | Certificate of Formation or Articles of Organization (the state decides the name) | No |
| The fee | A flat amount set by the state. Check the state's current fee schedule; the amounts change | No |
| Registered agent | Required in the state of formation, and named on the formation document | No |
| How to submit | Online portal or by mail, both usually accepted | No |
| How long it takes | Depends on the state and its current queue. Some states sell expedited handling, which costs extra rather than less | No |
| The public record | Your company's name, formation date, and registered agent become public | No |
What changes with residency is not the filing. It is everything around it: a founder abroad has to hire a registered agent rather than act as their own, opening a bank account is harder, and there are extra federal tax forms. The filing itself is the same for everyone.
Common mistakes
🇺🇸 If the IRS counts you as a U.S. person
- Using an old state website or contacting the wrong office. States rebrand their portals. Do not guess, and start from the state's official domain.
- Paying a formation service before checking the state fee. Formation services charge their own price on top of the state fee, and the two are easy to confuse. Look up the state fee first, then decide what the service is adding.
- Assuming the state will tell you what happens next. The state records your formation. It does not help you get an EIN, hire a registered agent, or open a bank account. Those are separate steps.
🌏 If it does not
- Confusing the state filing with the registered agent requirement. They are two different things. The filing office is the government agency that records that your company exists. The registered agent is a person or company that accepts legal papers for you in that state. You need both.
- Assuming non-residents need extra approval or special permission. You do not. The state does not ask whether you live there. You file the same form and pay the same fee as anyone else.
- Thinking you can file first and find a registered agent later. The agent's name and address are part of the formation document, so you need the agent lined up before you submit.
- Delaying the filing because you think you need a U.S. address of your own first. You do not. You can file from anywhere, and the registered agent supplies the in-state address the form asks for.
FAQ
Do I have to file with the Secretary of State to start an LLC?
You have to file with the state's business filing office, and in most states that is the Secretary of State. In a few states it is a different agency: Arizona uses the Corporation Commission, Virginia the State Corporation Commission, New York the Department of State. Either way, the filing is what creates the company. You cannot skip it.
Can I file with the federal government instead?
No. The United States does not have a federal LLC registration system. Every LLC is registered in a single state, not with the federal government. The state where you register is called your "state of formation."
Does the filing office differ from state to state?
Yes, in two ways. The agency itself can differ: most states use the Secretary of State, but Arizona uses the Corporation Commission, Virginia the State Corporation Commission, and New York the Department of State. And even where the law says "Secretary of State," the office you deal with may carry another name, such as Delaware's Division of Corporations. Check your specific state.
How much does it cost to file?
Fees vary by state, and they change on administrative notice, so we do not quote amounts here. Look up the current fee on the state's own site before you file. Delaware's fee schedule changes on August 1, 2026. Expedited handling, where a state offers it, costs extra rather than less: Delaware charges an additional fee for faster turnaround, rising with how quickly you want the filing processed (6 Del. C. §18-1105(b)).
Can a non-resident file with the state?
Yes. The state does not care where you live. You file the same form and pay the same fee as anyone else. The one practical difference is that you cannot serve as your own registered agent from abroad, so you have to hire one, and you need that in place when you file.
What happens after the state approves my formation?
Your company is registered in that state. You still need an Employer Identification Number (EIN) from the IRS and a bank account, and you have to keep your registered agent in place. Each of those is a separate process, and none of them is handled by the filing office.
Is filing with the state the same thing as incorporation?
Not quite. "Incorporation" refers to forming a corporation; forming an LLC is a different entity type with its own form. The filing office handles both, and the mechanics are similar, but the document you file determines which entity you get. Note that "S-corporation" is not a state entity type at all: it is a federal tax election that an eligible corporation or LLC makes with the IRS after formation.
Can I change my state of formation after I file?
Sometimes, and it is not simple. Some states have a statutory route. Delaware lets a Delaware LLC transfer or continue its existence to another jurisdiction (6 Del. C. §18-213) and lets an entity from elsewhere convert into a Delaware LLC (6 Del. C. §18-214). Whether the other state cooperates depends on that state's own law. If neither state offers a route, the alternatives are to dissolve and re-form, or to keep the original company and register it in the second state as a foreign entity. All of these carry tax and legal consequences, so this is a question to take to a professional rather than a form to file on a whim.