Business documents in the United States

In the US you register a business with a state, not with the federal government. The SBA notes that LLCs, corporations, partnerships and nonprofit corporations generally register with the Secretary of State’s office (or a similar business bureau) in the state where they operate. Sole proprietors trading under their own legal name may not need to register at all, but if you trade under another name you usually file a DBA — also called a trade, fictitious or assumed name — with the state, county or city.

The formation document depends on the entity: articles of organization for an LLC, articles (or a certificate) of incorporation for a corporation. Before filing you need a registered agent located in that state to receive legal papers. A company formed in one state is a “foreign” entity everywhere else, so if you start operating in another state you file a Certificate of Authority there, often supported by a Certificate of Good Standing from your home state. Internal documents follow: an operating agreement for an LLC, bylaws and board resolutions for a corporation, and minutes of key decisions.

Next comes a free Employer Identification Number from the IRS, applied for after the state filing; an LLC or corporation wanting S corporation treatment also files Form 2553. Under FinCEN’s final rule, in force since August 14, 2026, companies created in the United States do not file beneficial ownership information reports, though some foreign companies registered in a US state still do.

The US has no national VAT, GST or federal sales tax. Instead, states — and in many places counties and cities — levy sales tax on retail sales, and the seller collects it from the customer and remits it to each state where it is registered. The combined rate on an invoice therefore depends on where the goods or services are delivered, and a business selling across the country may need permits in many states.

Since South Dakota v. Wayfair, decided by the Supreme Court on June 21, 2018, a state no longer needs a seller to have a physical presence before requiring it to collect sales tax. The South Dakota law upheld in that case applied to remote sellers delivering more than $100,000 of goods or services into the state each year, or completing 200 or more separate transactions there. Each state now sets its own economic nexus threshold, so check the revenue department of every state you ship into rather than assuming one figure applies nationwide.

No federal regulation lists mandatory invoice fields. In practice a US invoice shows the seller’s name and address, a unique number, the date, billing and shipping addresses, the customer’s PO number, line items, the taxable subtotal, sales tax as its own line, shipping, the total and payment terms such as Net 30. Label the line “Sales tax”, not VAT, and never collect tax for a state where you hold no permit.

Purchases for resale or by exempt buyers are handled with certificates. The buyer gives the seller a resale or exemption certificate, which the seller keeps on file to support not charging tax. The Streamlined Sales Tax Governing Board publishes a uniform Exemption Certificate accepted by its 24 member states, though not every state allows every exemption on it.

A US sales cycle typically runs: quote or estimate (an estimate is usually understood as less binding), purchase order, packing slip with the goods, then an invoice that quotes the PO number so accounts payable can match them. Adjustments go on a credit memo, customers may ask for a statement of open invoices, and a receipt confirms cash, card or ACH payment.

Before a business pays a new vendor or contractor, it normally asks for Form W-9, the Request for Taxpayer Identification Number and Certification. It gives the payer your legal name, entity type and taxpayer ID for information returns; many sole proprietors get an EIN so they need not share their Social Security number.

The information return most freelancers meet is Form 1099-NEC for nonemployee compensation. The IRS reporting threshold was $600 for payments made before 2026; for payments made after December 31, 2025 it is $2,000. Payment platforms report separately on Form 1099-K. Keeping W-9s, invoices and payment records together makes year-end reporting a simple reconciliation.

Most US employment is at-will, so employers usually issue a short offer letter rather than a long contract. It states the title, start date, pay, whether the role is exempt from overtime, benefits, the at-will relationship and conditions such as a background check; senior or commissioned staff often sign a separate agreement too.

Every new hire completes Form I-9, Employment Eligibility Verification. USCIS requires the employer to complete Section 2 within three business days after employment begins — if someone starts on a Monday, by Thursday — or by the first day if the job lasts less than three business days. Forms I-9 are not sent to USCIS but must be produced within three business days if inspectors ask.

IRS Publication 15 tells employers to have each new employee complete Form W-4 and to report new hires to a state new hire registry. The FLSA requires payroll records to be kept for three years and time cards for two, but sets no pay stub format; many states have their own pay statement rules.

US contracts are governed mainly by state law, so almost every agreement names a governing state and the courts that will hear disputes. Common small-business agreements are NDAs, master services agreements with statements of work, independent contractor agreements, reseller agreements and sale-of-goods terms. A contractor agreement should match how the work is really done; the label alone does not prevent misclassification.

Electronic signatures are widely accepted. The Electronic Signatures in Global and National Commerce Act (ESIGN), 15 U.S.C. § 7001, provides that a signature, contract or other record relating to a transaction in or affecting interstate or foreign commerce may not be denied legal effect solely because it is in electronic form. States have their own electronic transactions laws as well. Some documents still need wet signatures, witnesses or notarization under state law — real estate deeds and sworn affidavits are typical examples — so check the specific document type.

Imports are declared to U.S. Customs and Border Protection through its Automated Commercial Environment (ACE), usually by a licensed customs broker. Under 19 CFR 141.86, the commercial invoice must show the port of entry, the parties and date of sale, a detailed description with marks and package numbers, quantities, the purchase price per item in the currency of purchase, itemized charges such as freight, insurance and packing, any rebates, the country of origin and any assists such as molds supplied for production. Invoices must be in English or come with an accurate English translation.

Low-value shipments changed in 2025. From 12:01 a.m. on August 29, 2025, CBP stopped granting duty-free de minimis treatment to goods from all countries, apart from narrow statutory exceptions, so commercial shipments now generally need a formal or informal entry with duties, taxes and fees paid. Ocean importers also file an Importer Security Filing before cargo is loaded abroad, and goods claiming USMCA preference need a certification of origin that contains the agreement’s minimum data elements; no specific form is prescribed.

On the export side, Electronic Export Information (EEI) is filed through AES, accessed via ACE, when the value is over $2,500 per Schedule B or HTS classification number, or regardless of value when a license is needed. Some shipments to Canada are exempt. Under the Foreign Trade Regulations, all parties to the export must keep shipment records for five years from the date of export. Certificates of origin, when a buyer’s country asks for one, are often issued through local chambers of commerce.

IRS retention follows the limitation period for the return: three years in the general case, six years if income was underreported by more than 25%, seven years for a bad debt or worthless securities claim, and indefinitely if no return or a fraudulent return was filed. Employment tax records are kept at least four years after the tax is due or paid.

Other periods overlap: Forms I-9, FLSA payroll records and export records each have their own rules, and states set their own sales tax audit periods, so keep exemption certificates as long as the sales they support can be audited. Records are normally kept in US dollars and English.