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Business Formation Guide
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Business formation guide —
do these in order.

From choosing your entity structure to opening your first bank account — everything you need to start your business correctly. Each step builds on the last. Don't skip ahead.

8formation steps
4entity types compared
50states covered
FreeEIN from IRS

The formation checklist — in order

Every step matters. Do them in this sequence — each one unlocks the next.

1
Choose your entity structure

This is the most important decision — it affects your taxes, liability protection, and paperwork for as long as you're in business. Most founders start as a sole prop or LLC. S-Corp makes sense once you're consistently profitable.

See Entity Comparison tab for full breakdown
2
Choose and register your business name

Search your state's business registry to make sure the name is available. In Hawaii, check the DCCA business registry. Also search the USPTO trademark database if you plan to operate nationally.

Hawaii: dcca.hawaii.gov · USPTO: tmsearch.uspto.gov
3
Register your business with your state

File your Articles of Organization (LLC) or Articles of Incorporation (Corp) with your state's Secretary of State or equivalent agency. In Hawaii this is the DCCA — $50, processed in 1–5 business days online.

Hawaii LLC: $50 · businessregistrations.ehawaii.gov
4
Get your federal EIN from the IRS

Your Employer Identification Number is your business's federal tax ID — like a Social Security number for your business. Apply free at irs.gov/ein. Takes 15 minutes. Issued instantly. You need this before opening a business bank account or hiring anyone.

Free · instant · irs.gov/ein
5
Register for state taxes before your first sale

Every state has different requirements. Hawaii requires GET registration (Form BB-1 at hitax.hawaii.gov) before your first sale. California requires registration with the FTB. Check your state guide for exactly what applies to you.

⚠ Must do before first sale
6
Open a dedicated business bank account

Never mix personal and business money. If you have an LLC, commingling funds can pierce the corporate veil and destroy your liability protection. Open a business checking account the same week you register — bring your EIN and state registration documents.

Critical for LLC liability protection
7
Draft your Operating Agreement

An Operating Agreement defines how your LLC is run — who owns what, how decisions are made, what happens if an owner leaves. Not legally required in most states but strongly recommended. It proves your LLC is a legitimate separate entity, not just a personal asset protection strategy.

Single-member LLC: use a template · Multi-member: hire an attorney
8
Set up bookkeeping from day one

Connect your business bank account to bookkeeping software and categorize every transaction from the start — not retroactively. Wave is free and excellent for solo founders. QuickBooks if you need more features.

Wave is free · wave.com

After formation — the next 90 days

Once your business is registered, these are the next priorities.

Open a SEP-IRA retirement account
Most valuable tax move a founder can make — do this before tax day
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A SEP-IRA lets you contribute up to 25% of your net self-employment income — and deduct every dollar. At Hawaii's 11% state tax rate, a $20,000 contribution saves $2,200 in state tax alone, plus federal savings.

  • Open at Fidelity or Vanguard — free, 15 minutes online
  • Contribute up to $69,000/year (2024 limit)
  • Contributions are due by your tax filing deadline (including extensions)
  • You can open the account now and fund it later — before April 15
Get general liability insurance
Required by most landlords and commercial clients
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Most commercial leases and client contracts require proof of general liability insurance before you can start work. Get a certificate of insurance (COI) from your insurer — it's a one-page document proving your coverage.

  • Online quotes in minutes: Hiscox, Next Insurance, Thimble
  • Typical cost: $400–$800/year for a solo founder
  • Standard limits: $1M per occurrence / $2M aggregate
Set up EFTPS for quarterly tax payments
You owe estimated taxes 4 times per year — set this up now
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The IRS requires self-employed founders to pay estimated taxes quarterly. Missing payments results in underpayment penalties. EFTPS is the free IRS system for making these payments.

  • Create a free account at eftps.gov
  • Payment dates: April 15, June 16, September 15, January 15
  • Use the quarterly calculator on your dashboard to find your exact amounts
Consider an S-Corp election if profitable
Could save you $5,000–$15,000/year in self-employment taxes
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If your LLC is generating $50,000+ in annual net profit, electing S-Corp tax treatment can significantly reduce your self-employment tax bill. You pay yourself a reasonable salary and take the rest as distributions — only the salary gets hit with SE tax.

  • File Form 2553 with the IRS to elect S-Corp status
  • Election deadline: March 15 of the year you want it to take effect
  • Requires running payroll — typically $500–$1,500/yr with Gusto or Rippling
  • Generally worth it when profit exceeds $50,000/year
See the full LLC vs S-Corp guide for the complete breakdown and decision calculator → thefounderswell.com/llc-vs-scorp

Entity types compared

The four most common business structures — what they protect, how they're taxed, and who they're right for.

Sole Proprietorship
Best for: Testing an idea with no overhead
Liability protectionNone
Setup cost$0
SE tax15.3% on all profit
ComplexityVery simple
Payroll requiredNo
Annual filingsSchedule C only
Most common
Single-Member LLC
Best for: Most small business founders
Liability protectionStrong
Setup cost$50–$500 (varies by state)
SE tax15.3% on all profit
ComplexityLow
Payroll requiredNo
Annual filingsSchedule C + state report
Best tax savings
S-Corporation
Best for: $50k+ annual profit
Liability protectionStrong
Setup cost$50–$500 + payroll costs
SE taxOnly on salary portion
ComplexityMedium-high
Payroll requiredYes (reasonable salary)
Annual filingsForm 1120-S + state
C-Corporation
Best for: Raising VC investment
Liability protectionStrong
Setup cost$300–$1,000+
Tax treatmentDouble taxation risk
ComplexityHigh
Payroll requiredYes
Annual filingsForm 1120 + state
For most small business founders, a Single-Member LLC is the right starting point. It's simple, provides liability protection, and you can always elect S-Corp tax treatment later when profit justifies it.
For the full LLC vs S-Corp comparison with a decision calculator, visit the LLC vs S-Corp guide →

The LLC liability shield — how it actually works

An LLC protects your personal assets from business debts and lawsuits — but only if you treat it like a separate entity. Here's what protects you and what breaks the shield.

✓ What protects the shield
  • Separate business bank account
  • Business credit card for business expenses
  • Signed Operating Agreement
  • Annual state report filed on time
  • Business contracts signed in the LLC's name
  • Proper bookkeeping and separate records
✗ What breaks the shield
  • Mixing personal and business money ("piercing the veil")
  • Paying personal bills from the business account
  • Not maintaining separate records
  • Signing personal guarantees on leases or loans
  • Fraud or intentional misconduct
  • Failing to file required state reports

Multi-member LLC formation

Forming an LLC with two or more members adds important legal and tax considerations. Here's everything that changes when there's more than one owner.

How multi-member LLCs differ
Single-member LLC
  • Taxed as sole proprietorship by default
  • File Schedule C on personal return
  • Operating Agreement optional but recommended
  • Simpler administration
  • One owner makes all decisions
Multi-member LLC
  • Taxed as partnership by default
  • Must file Form 1065 + K-1s to each member
  • Operating Agreement is critical — get one
  • More administrative overhead
  • Decision-making structure must be defined
The Operating Agreement — non-negotiable for multi-member LLCs

An Operating Agreement for a multi-member LLC is not optional — it's the document that prevents disputes, defines what happens when a partner wants to leave, and protects everyone involved. Don't form a multi-member LLC without one.

What your Operating Agreement must cover
The 8 clauses every multi-member LLC agreement needs
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  • Ownership percentages: What percentage of the LLC each member owns (e.g., 60/40, 50/50, 33/33/34)
  • Profit and loss allocation: How profits and losses are distributed — usually matches ownership percentage but not always
  • Voting rights: How decisions are made — majority vote, unanimous consent, or designated manager authority
  • Capital contributions: What each member contributed to start (cash, assets, services) and what happens if more capital is needed
  • Distributions: When and how profits are distributed to members — on a schedule or at the manager's discretion
  • Transfer restrictions: Can a member sell their interest to an outsider? Does the LLC get right of first refusal?
  • Buyout provisions: What happens when a member wants to leave, retires, becomes disabled, or dies — including how to value their interest
  • Dissolution: Under what circumstances does the LLC dissolve and how are assets distributed
For two or more members, hire an attorney to draft your Operating Agreement. A template from the internet won't cover your specific situation and could leave you exposed in a dispute. Expect to pay $500–$2,000 for a well-drafted agreement — cheap insurance for a multi-year business partnership.
Tax filing for multi-member LLCs
Form 1065, K-1s, and self-employment tax
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A multi-member LLC is taxed as a partnership by default. This means the LLC itself doesn't pay income tax — instead it "passes through" income and losses to each member based on their ownership percentage.

How partnership taxation works
  • The LLC files Form 1065 (partnership return) annually — due March 15
  • Each member receives a Schedule K-1 showing their share of income, deductions, and credits
  • Each member reports their K-1 income on their personal tax return
  • Each member pays self-employment tax on their share of business income
Electing S-Corp status

A multi-member LLC can also elect S-Corp tax treatment (file Form 2553) to reduce self-employment taxes. The same rules apply — generally worth it when total business profit exceeds $50,000/year across all members.

Important: Multi-member LLC tax returns are more complex than single-member. Budget $500–$1,500/year for a CPA to prepare your Form 1065 and K-1s correctly.
The 50/50 partnership trap — and how to avoid it
Why equal ownership can create deadlocks
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A 50/50 LLC ownership split is the most common — and most dangerous — structure for a two-person partnership. Without a clear dispute resolution mechanism, any major disagreement can paralyze the business since neither partner can outvote the other.

The deadlock problem

Founders disagree on whether to take a loan, hire a key employee, or pivot the business. Both own 50%. Neither can move forward without the other's consent. The business is effectively frozen until the dispute is resolved — which can take months or destroy the partnership entirely.

Solutions to build into your Operating Agreement
  • Designated manager: One partner has final decision-making authority on operational decisions (even in a 50/50 ownership split)
  • Deadlock resolution clause: Defines a process for breaking ties — mediation, arbitration, or a predefined buyout mechanism
  • 51/49 split: One partner holds the deciding vote — even 1% difference prevents deadlocks
  • Buy-sell agreement: A "shotgun clause" — either partner can offer to buy the other out at a stated price, and the receiving partner must either accept or buy at that same price
The most important business conversation you'll have with a co-founder is not about the product — it's about what happens if one of you wants out. Have it before you file the paperwork.
In Hawaii, a multi-member LLC requires the same DCCA filing as a single-member LLC ($50). The key difference is your Operating Agreement and your annual tax filing — Form 1065 instead of Schedule C.

Getting your EIN — step by step

Your EIN (Employer Identification Number) is your business's federal tax ID. It's free, instant, and you can't open a business bank account without one.

1
Go to irs.gov/ein

The IRS EIN application is 100% free and available online. Don't use any third-party service that charges for this — they're just using the same free IRS form and adding a fee.

2
Choose your entity type

Select the entity type that matches your state registration — Sole Proprietor, LLC, Corporation, etc. For a single-member LLC, choose "LLC" and enter "1" for the number of members.

3
Enter your business information

You'll need: your legal business name (exactly as registered with your state), your business address, and your personal Social Security Number (as the responsible party). This is normal — it links your EIN to your personal tax records.

4
Receive your EIN instantly

After submitting the online form, your EIN is issued immediately on screen. Print or save the confirmation page — this is your official EIN assignment letter. Your EIN is permanent and doesn't expire.

Takes 15 minutes · Free · irs.gov/ein
Online EIN applications are only available Monday–Friday, 7am–10pm ET. If you apply outside these hours, you'll need to come back. The system also times out after 15 minutes of inactivity — have your information ready before you start.

What to do with your EIN

Once you have your EIN, here's exactly what to use it for.

PurposeWhat to doTiming
Business bank accountBring your EIN + state registration docs to any bankWithin 1 week of getting EIN
State tax registrationUse EIN on all state tax registration forms (BB-1 in Hawaii)Before first sale
Vendor and contractor formsProvide EIN on W-9 forms instead of your Social Security NumberWhenever requested
Business credit cardApply using your EIN to start building business creditAfter bank account opened
Hiring employeesRequired for all payroll tax filings and W-2sBefore first hire
Business licensesMany local business licenses require your EINWhen applying for licenses
Providing your EIN on W-9 forms instead of your Social Security Number is one of the biggest privacy benefits of forming an LLC. Your personal SSN stays off contractor paperwork.

DBA — Doing Business As

A DBA (also called a "trade name" or "fictitious business name") lets you operate under a name different from your legal business name. It does NOT create a new legal entity — your LLC still provides the liability protection.

When you need a DBA
  • You want to market under a different name than your LLC
  • Your LLC is "Smith Enterprises LLC" but you operate as "Aloha Marketing"
  • You want to operate multiple business lines under one LLC
  • Your bank requires a DBA to accept payments under your brand name
How to register in Hawaii
  • File a Trade Name Registration with Hawaii DCCA
  • Cost: $50 · Good for 5 years
  • File at businessregistrations.ehawaii.gov
  • Must renew before expiration or name becomes available to others
A DBA doesn't give you trademark protection — it just registers the name in your state. To protect your brand nationally, file a federal trademark application at USPTO.gov.

State registration guide

Key formation details for each of the 8 states in our deep dive collection. Formation guides apply to all 50 states — these are just the most commonly asked about.

🌺 Hawaii
Agency: Hawaii DCCA
LLC fee: $50
Processing: 1–5 business days
Portal: businessregistrations.ehawaii.gov
Annual report: Due each year, $15 fee
Also required: GET registration (BB-1) before first sale
☀️ California
Agency: CA Secretary of State
LLC fee: $70
Processing: 3–5 business days
Portal: bizfileOnline.sos.ca.gov
Annual report: Statement of Information, $20
Also required: $800 annual franchise tax minimum
🗽 New York
Agency: NY Department of State
LLC fee: $200
Processing: 3–5 business days
Portal: dos.ny.gov
Annual report: Biennial statement, $9
Also required: Publication requirement (~$1,500–$2,000)
🌲 Washington
Agency: WA Secretary of State
LLC fee: $230
Processing: 2–3 business days
Portal: sos.wa.gov
Annual report: Annual renewal, $60
Also required: B&O tax registration with DOR
🎰 Nevada
Agency: NV Secretary of State
LLC fee: $75
Processing: 1–3 business days
Portal: nvsilverflume.gov
Annual report: Annual list + state business license
Benefit: No state income tax
⭐ Texas
Agency: TX Secretary of State
LLC fee: $300
Processing: 2–3 business days
Portal: sos.state.tx.us
Annual report: Annual franchise tax report
Benefit: No state income tax
🌴 Florida
Agency: FL Division of Corporations
LLC fee: $125
Processing: 1–2 business days
Portal: sunbiz.org
Annual report: Due May 1, $138.75
Benefit: No state income tax
🌿 Oregon
Agency: OR Secretary of State
LLC fee: $100
Processing: 3–5 business days
Portal: sos.oregon.gov
Annual report: Annual renewal, $100
Also required: Oregon income tax registration
Operating in multiple states? If your Hawaii LLC does business in another state — employees, an office, or regular client meetings — you may need to file a Foreign Entity Registration in that state. Fees range from $50–$300 per state. See the dashboard formation guide for details.

Formation FAQ

The most common questions founders ask when starting their business.

Do I need an LLC or can I just start as a sole prop?
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A sole proprietorship is fine for testing an idea with minimal risk. But once you're earning real money or working with clients, an LLC provides critical protection. If someone sues your sole prop, they can come after your personal bank account, car, and home. An LLC creates a legal wall between your personal and business assets.

The cost to form an LLC is $50–$300 depending on your state — that's a small price for the protection it provides.

Can I form an LLC in a different state than where I live?
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Yes, but it's usually not worth it for small businesses. Many founders hear about forming in Delaware or Nevada for tax benefits — but if you're operating in Hawaii, you'll still need to register as a "foreign entity" in Hawaii and pay Hawaii taxes anyway. You'd be paying fees in two states for no real benefit.

Form in the state where you actually do business. For most Hawaii-based founders, that means Hawaii.

What's a registered agent and do I need one?
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A registered agent is a person or service that receives official legal and government documents on behalf of your LLC — lawsuits, tax notices, state correspondence. Most states require you to have one with a physical address in the state.

For a Hawaii LLC, you can serve as your own registered agent (using your business address), or hire a registered agent service for $50–$150/year. Using a service keeps your home address off public records if you work from home.

How long does it take to form an LLC?
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In Hawaii, online filing through the DCCA is typically processed in 1–5 business days. Your EIN from the IRS is issued instantly online. So realistically, your LLC can be fully registered with a federal tax ID in about a week.

States vary: Florida processes in 1–2 days, California in 3–5 days, New York can take 7–10 days. Expedited processing is available in most states for an additional fee.

Do I need a business license in addition to my LLC?
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Yes — your LLC registration and a business license are separate things. Most counties and cities require a general business license (sometimes called a business permit) to operate legally within their jurisdiction. In Hawaii, check with your county's licensing department.

Some industries require additional professional licenses — contractors, healthcare providers, food service, real estate, and others. Always check your industry's specific licensing requirements.

When should I convert my LLC to an S-Corp?
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Generally when your net profit consistently exceeds $50,000/year. Below that threshold, the accounting costs of running an S-Corp (payroll, separate tax return, bookkeeping complexity) typically outweigh the SE tax savings. Above it, the math usually flips significantly in your favor.

At $80,000 in profit, an S-Corp election can save $4,000–$7,000/year in SE taxes alone. At $150,000, the savings can be $10,000+. Use the LLC vs S-Corp calculator on your dashboard to run your specific numbers.

I sell online — do I owe taxes in every state my customers are in?
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This is one of the most misunderstood areas for online business owners. The answer is: it depends on your sales volume and whether you have "nexus" in that state.

What is nexus?

Nexus means a significant connection to a state that triggers a tax obligation. There are two types:

  • Physical nexus: You have an office, employee, warehouse, or inventory in the state
  • Economic nexus: You exceed a state's sales threshold — usually $100,000 in sales OR 200 transactions in that state per year
The South Dakota v. Wayfair ruling (2018)

Since this Supreme Court decision, states can require out-of-state online sellers to collect and remit sales tax even without a physical presence. Most states now have economic nexus laws — meaning if you sell enough into their state, you owe their sales tax.

What triggers nexus state by state
State Sales threshold Transaction threshold
Hawaii$100,000200 transactions
California$500,000No transaction threshold
New York$500,000100 transactions
Texas$500,000No transaction threshold
Washington$100,000No transaction threshold
Florida$100,000No transaction threshold
OregonNo sales tax — no nexus concern
Nevada$100,000200 transactions
What you actually need to do
  • Under the threshold everywhere: Collect and remit sales tax only in your home state — no action needed for other states yet
  • Approaching a threshold: Register for a sales tax permit in that state before you hit the limit — penalties for not collecting are significant
  • Already over a threshold: Register immediately and consider using a sales tax tool like TaxJar or Avalara to automate collection and remittance
Hawaii GET note

Hawaii's General Excise Tax applies to ALL gross income from Hawaii customers — including online sales to Hawaii residents from an out-of-state business that has nexus in Hawaii. If you're a Hawaii business selling online, GET applies to all your Hawaii sales regardless of where the customer is located.

Tool recommendation: Once you're selling in multiple states, TaxJar ($19/mo) or Avalara automate nexus tracking, filing, and remittance. Worth every penny once you cross 3+ states.
Do I need to register in every state I sell into?
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Not necessarily — only if you have nexus there. There are two separate registration requirements to be aware of:

1. Sales tax registration (most common for online sellers)

Required when you exceed the state's economic nexus threshold (usually $100k in sales or 200 transactions). Register for a sales tax permit in that state and start collecting/remitting their sales tax.

2. Foreign entity registration (less common)

Required if you're "doing business" in another state — meaning you have employees there, a physical office, regularly meet clients there, or have inventory stored there. This is a separate registration from sales tax and involves registering your LLC or Corp as a foreign entity with that state's Secretary of State.

  • Cost: $50–$300 per state
  • Triggers state income tax obligations in that state
  • Simply having customers in a state does NOT trigger foreign entity registration — that's the sales tax nexus question
Simple rule of thumb: Customers in another state = possibly sales tax. Employees, office, or inventory in another state = foreign entity registration + income tax obligations.
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