# Agent file: build a US founder's company formation checklist and track its deadlines This file is written for an AI coding agent working in a repository with its owner present. Follow the steps in order and run the check at the end of each step before starting the next. It is complete without the guide it accompanies. Every fact about US company formation here was checked against the pages under Sources on October 11, 2026. Commands, flags and dashboard labels change. If one fails, read the linked page before trying again. Do not guess. This file is different from most agent files. Nothing here changes a repository, and you file nothing. The human forms the company, applies for the tax number and opens the bank account. Your part is to build their state-specific checklist from official pages and to track the deadlines. The scope is the United States. This is general information from official pages, with the page named. It is not legal or tax advice, and you do not make a legal or tax choice for the human. ## Goal The human has one checklist for their state: the official page for each step, the fee and deadline quoted from that page with the date you read it, the answers each form will ask for, the bank packet, and a calendar of yearly deadlines. Every filing, payment and signature was done by the human. ## Preconditions Check each one before preparing anything. If one is false, stop and report it. - The human has told you the state they live and work in. Do not infer it. - The human has told you how many owners there will be, and whether they plan to raise money from investors or grant equity soon. - You have network access for read-only requests to public government pages. - You will write the checklist outside the repository, or in a path that git ignores. It will hold names and addresses. ## Environment variables None. This work needs no key, token or secret, and stores nothing in the repository. Never ask for, accept, store or repeat a Social Security number or an individual taxpayer ID number. The human types it into the IRS form themselves. If one is pasted into the conversation, do not copy it anywhere, and tell the human to remove it. ## Stop and ask the human - Any secret value. Ask for the variable to be set by the human. Never print, log, commit or echo a secret, and never ask for one to be pasted into the conversation. - Any sign-in, account creation, plan choice or payment method. - Anything that deletes data or cannot be undone. - Every filing with a state, the IRS, a city or a county. You prepare the answers. The human opens the form and submits it, even where a site or an API would let you submit. - Every payment and every signature. - Every legal or tax choice: LLC or corporation, which state, who owns what share, who manages the company, any tax election, and whether a license or a sales tax registration applies. Say what the official page says and what the options are. Do not pick. - Writing an operating agreement as a final text. You may list the questions it has to answer. With two or more owners, say that a lawyer should write it. - Recommending a registered agent service, a formation service, a bank, a law firm or an accountant by name. - Any statement that a name is available, that a filing is not required, or that a tax is not owed, unless you quote an official page that says so, with the page named and the date you read it. - Applying for the EIN, opening a bank account, and anything that asks for identity documents. - Anything on a form that you or the human do not understand. Say that this is a moment to ask a lawyer or an accountant. Do not guess. ## Steps ### 1. Confirm the default fits, then record what is decided The guide's default for a first-time founder is an LLC in the state they live and work in. Two cases fall outside it, and in both you stop and say so before going on: - The human plans to raise venture money or grant equity soon. The Stripe Atlas guide, written with the law firm Orrick, says professional investors overwhelmingly prefer C corporations and that many will ask an LLC to convert to a Delaware C corporation before investing. Say that this is the point to hire a startup lawyer, and that this file does not cover forming a corporation. - There are two or more owners. Say that a lawyer should write the operating agreement, then continue with the steps that do not depend on it. Create the checklist document with this record at the top. Fill in only what the human has told you. ```bash # What to have ready. Fill this in once and every form below goes quickly. # Keep it out of any repository, and never write a Social Security number in it. LEGAL_NAME="" # exactly as you will file it, ending in LLC STATE="" # the state you live and work in BUSINESS_ADDRESS="" # the address the state form asks for REGISTERED_AGENT="" # you, at a street address in that state, or a service MEMBERS="" # each owner and the share each one holds RESPONSIBLE_PARTY="" # the one person named on the EIN application. Name only ``` Check: the state, the number of owners and the entity type in the record are the human's own words, and the record holds no Social Security number. ### 2. Find the state's official pages Open the SBA state registration lookup and follow it to the agency that registers businesses in the human's state. Find four pages on that agency's own site: the business name search, the LLC formation form, the fee schedule, and the page on annual or biennial reports. Add each address to the checklist. Use a full browser user agent and look at the size of what comes back as well as the status code. Some state sites answer a blocked request with status 200 and a page of a few hundred bytes. If a page will not load, tell the human and ask them to open it. Do not take a fee or a deadline from any site other than the agency's own. Check: every address in the checklist is on the state agency's own host, and each page loaded with real content today. ### 3. Quote the fees and the registered agent rule From the fee schedule, quote the fee to file articles of organization and the fee for the yearly or two-yearly report. From the formation form or the agency's FAQ, quote who may serve as registered agent. The SBA says the agent must be located in the state where the company registers. States differ on the detail. California, for example, says the agent can be an individual who resides in California and that the agent's name and street address are a public record. Tell the human what their state's page says, including whether the address becomes public, and let them choose between serving as their own agent and paying a service. For reference, these were on the states' own pages on the date above: Kentucky 40 dollars to file and 15 dollars for the annual report due by June 30. Colorado 50 dollars to file online and 25 dollars for the periodic report each year. California 70 dollars to file, a 20 dollar Statement of Information within 90 days and every two years after, and an 800 dollar annual tax. Delaware 110 dollars to form an LLC and a 400 dollar annual tax due by June 1. Re-read the page before repeating any of them. Check: each fee in the checklist sits next to the sentence it was read from, the page address and today's date. ### 4. Prepare the name check and the state filing Give the human the address of the state's business name search and the exact legal name from the record. They run the search. The SBA says most states will not register a name that someone else has already registered. Then list each question on the state's LLC formation form with the answer from the record beside it, and mark every blank. The SBA says articles of organization carry the company name, address, member names and registered agent. Note whether the state asks for a first report soon after formation. The SBA says these are most often due within 30 to 90 days. Stop here. The human files the articles and pays the fee. Check: the human confirms the state has accepted the filing and that they saved the filed copy. Do not continue to the EIN step before that. The IRS says to form the entity with the state first. ### 5. Prepare the EIN application Give the human the address of the IRS page under Sources and these facts from it: the EIN is free, the application has to be finished in one session and expires after 15 minutes of inactivity, the IRS issues the number immediately online when the application is approved, and the confirmation letter should be printed at the end. The human needs the Social Security number or taxpayer ID of the responsible party, which they type themselves. If they mention a site that charges for an EIN, say that the IRS says you never have to pay a fee for one. Check: the human confirms they have the EIN confirmation letter saved. Do not ask for the number. ### 6. Prepare the operating agreement questions and the bank packet The SBA says an operating agreement is widely recommended even where the state does not require one. List the questions it has to answer for this company: who owns it and in what shares, who makes decisions, how money goes in and comes out, and what happens if an owner leaves. The human, or their lawyer, writes and signs it. Then add the bank packet to the checklist. The first four items are what the SBA says banks commonly ask for. The last two come from the FinCEN rule that makes banks identify every person who owns 25 percent or more of a company and one person who controls it. ```bash # Bank packet. Have each item ready before you start an application. Some banks ask for more. EIN_LETTER="" # the confirmation letter you printed at the end of the IRS application ARTICLES="" # the filed articles of organization, as the state returned them OPERATING_AGREEMENT="" # signed by every member BUSINESS_LICENSE="" # only if your state, county or city issued one OWNERS_25_PERCENT="" # every person who owns 25 percent or more. The bank verifies each one's identity CONTROL_PERSON="" # one person who controls the company. The bank verifies their identity too ``` If the human asks about a banking app, give them the FDIC's two facts: deposits are insured to at least 250,000 dollars per depositor at each FDIC-insured bank, and a nonbank company is never FDIC-insured itself, even when it works with a bank that is. The human chooses the bank and opens the account. Check: every line of the packet is filled in or marked as not applicable by the human. ### 7. Build the yearly calendar Fill in this record from the state pages you found in step 2 and the two IRS pages under Sources. The SBA says most states require an annual report or a biennial statement and that some charge a franchise tax. The IRS says a one-owner LLC is generally reported on Schedule C of the owner's Form 1040, and that individuals generally make estimated tax payments if they expect to owe 1,000 dollars or more. Leave a line blank and say why if you cannot find the date on an official page. ```bash # Yearly calendar. Read each date and fee from your own state's page, then add it # to your calendar as a repeating event with a reminder two weeks ahead. STATE_REPORT="" # annual or biennial report: due date and fee STATE_TAX="" # annual or franchise tax, if your state charges one: due date and amount FEDERAL_RETURN="" # the date your own income tax return is due. A one-owner LLC is reported there ESTIMATED_TAX="" # the payment dates, if you expect to owe 1,000 dollars or more LICENSE_RENEWALS="" # each state, county or city license and its renewal date AGENT_RENEWAL="" # only if you pay a registered agent service ``` Offer to write the dates as calendar events with a reminder two weeks ahead. The human adds them to their own calendar. Check: every date in the calendar has its source page and the date you read it, and the human has confirmed the events are in their calendar. ### 8. List the license and sales tax pages to check The SBA says license and permit requirements vary with the business's activities and location, and that local governments set their own. Find the license page on the state agency's site and the business license page of the human's city or county. If the human sells physical goods, find the state's sales tax registration page. Give the human the addresses and what each page says. Whether a license or a registration applies is their decision, or their accountant's. If the human asks about beneficial ownership reporting, quote FinCEN: under its final rule, effective August 14, 2026, companies formed in the United States are exempt and no longer file those reports. Re-read the FinCEN page before saying so. Check: the checklist names the state page, the local page and, where it applies, the sales tax page, each with today's date. ## Done when - The checklist names an official page for every step, and every fee and deadline in it is a quote with its page and the date read. - The human has filed the articles, received the EIN, signed an operating agreement and opened the account, each by their own hand. - The yearly calendar is filled in and the human has the events in their own calendar. - Nothing was submitted, paid, signed or decided by you, and the checklist holds no Social Security number. ## Sources - [Launch your business: register your business](https://www.sba.gov/counseling/launch-your-business/#register-business) - [Launch your business: business structure](https://www.sba.gov/counseling/launch-your-business/#business-structure) - [Launch your business: licenses and permits](https://www.sba.gov/counseling/launch-your-business/#licenses-permits) - [Launch your business: open a business bank account](https://www.sba.gov/counseling/launch-your-business/#bank-account) - [State registration lookup](https://www.sba.gov/counseling/launch-your-business/state-registration-lookup/) - [Manage your business: stay legally compliant](https://www.sba.gov/counseling/manage-your-business/#stay-legal-compliant) - [Get an employer identification number](https://www.irs.gov/businesses/small-businesses-self-employed/get-an-employer-identification-number) - [Single member limited liability companies](https://www.irs.gov/businesses/small-businesses-self-employed/single-member-limited-liability-companies) - [Estimated taxes](https://www.irs.gov/businesses/small-businesses-self-employed/estimated-taxes) - [State government websites](https://www.irs.gov/businesses/small-businesses-self-employed/state-government-websites) - [Beneficial Ownership Information Reporting](https://www.fincen.gov/boi) - [Customer Due Diligence (CDD) Final Rule](https://www.fincen.gov/resources/statutes-and-regulations/cdd-final-rule) - [Understanding deposit insurance](https://www.fdic.gov/resources/deposit-insurance/understanding-deposit-insurance) - [Banking with third-party apps](https://www.fdic.gov/consumer-resource-center/2024-06/banking-third-party-apps) - [Kentucky: business filings fees](https://www.sos.ky.gov/bus/business-filings/Pages/Fees.aspx) - [Kentucky: annual reports](https://www.sos.ky.gov/bus/business-filings/Pages/Annual-Reports.aspx) - [Colorado: business organizations fee schedule](https://www.sos.state.co.us/pubs/info_center/fees/business.html) - [Colorado: periodic reports FAQs](https://www.sos.state.co.us/pubs/business/FAQs/reports.html) - [California: LLC forms and fees](https://www.sos.ca.gov/business-programs/business-entities/forms/limited-liability-companies-california-domestic) - [California: frequently asked questions](https://www.sos.ca.gov/business-programs/business-entities/faqs) - [California Franchise Tax Board: limited liability company](https://www.ftb.ca.gov/file/business/types/limited-liability-company/index.html) - [Delaware: corporate fee schedule](https://corp.delaware.gov/fee/) - [Delaware: pay LLC, LP and GP taxes](https://corp.delaware.gov/alt-entitytaxinstructions/) - [Stripe Atlas guide, written with Orrick: LLC vs. C corporation (not a government source)](https://stripe.com/guides/atlas/llc-vs-c-corp)