Most of these problems trace back to a few errors. The first is applying for an EIN before the state approves the LLC. The IRS says to form the entity with the state first (IRS, "Get an Employer Identification Number"), but it will issue a number anyway. If the filing is then rejected or the name changes, that EIN belongs to something that never came into existence. The second is listing a registered agent address that does not work, or one you did not want made public. The third is forming in Delaware, Wyoming or Nevada while operating from home, which generally means registering in your home state as well. The fourth is missing an annual report, whose fee, deadline and consequences are set by your state.
A separate risk comes after formation. If owners treat the LLC's money and decisions as their own, a court may disregard the company's separate status, a doctrine known as piercing the veil. The standards vary by state and are decided by courts case by case.
Two things are not problems. An EIN is free from the IRS. Under FinCEN's rule effective August 14, 2026, LLCs created in the United States are exempt from federal beneficial ownership information (BOI) reporting (FinCEN, "Beneficial Ownership Information").
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Fees, deadlines and requirements at a glance
| Item | What applies | Source |
|---|---|---|
| EIN application fee | $0 (free) | IRS, "Get an Employer Identification Number" |
| Paying a third party for an EIN | Not required; the IRS says never pay one | IRS, "Get an Employer Identification Number" |
| Order of steps | Form the entity with the state first, then apply for the EIN | IRS, "Get an Employer Identification Number" |
| Federal BOI report | US-formed entities are exempt under the rule effective August 14, 2026 | FinCEN, "Beneficial Ownership Information" |
| New York LLC Transparency Act | Applies only to LLCs formed under the law of a foreign country | New York LLC Transparency Act |
| State formation fee | Varies by state | Your Secretary of State's published fee schedule |
| Registered agent address requirement | Varies by state | Your Secretary of State's filing requirements |
| Annual report fee and deadline | Varies by state | Your Secretary of State's filing requirements |
| Registration in a second state | Varies by state | That state's Secretary of State |
When the filing is rejected
A rejection is the cleanest problem to fix, but it has a legal edge. Until the state approves your articles of organization (the document's name varies in some states), there is no LLC. You correct the error and resubmit. Whether you pay the filing fee again depends on your state.
The legal exposure is in what happened in the meantime. A lease, a contract or a bank application made in the LLC's name before approval was made on behalf of a company that did not exist when you signed. How your state treats those agreements is a question for its law, not something a filing correction settles.
When the EIN comes before the LLC
The IRS does not stop you from getting this wrong. Its instruction is to form the entity with the state first, but its system will issue an EIN to a business the state has not approved. If the state then rejects the filing, or you change the name to get it approved, the number is attached to something that never came into existence. Untangling that happens with the IRS, separately from anything you file with the state. This page does not have a verified IRS form number for that process, so check the IRS's current instructions directly.
Registered agent problems
Every state asks your LLC to name a registered agent, the address where official and legal papers for the business are delivered. You can serve as your own agent in every state where you meet the address requirement, and it saves a recurring fee. Two things can go wrong. If the address stops working, papers meant for your business can arrive where nobody receives them. And whatever physical address you list becomes part of a public, permanently searchable record.
Forming in the wrong state
Delaware, Wyoming and Nevada get recommended to people who have no reason to be there. If you run the business from your home state, you will generally have to register there too. That means two sets of fees, two registered agents and two annual reports. The requirements and consequences for doing business in a state without registering there are set by that state.
Missed reports and lost standing
The same handful of errors account for most rejected filings, lost entities and surprise bills, and a forgotten annual report is one of them. Your state sets whether a report is due, what it costs, when it is due and what happens if you miss it. Your Secretary of State publishes all four.
Piercing the veil: the problem filing cannot fix
A correct filing creates the LLC's separate status. It does not guarantee that a court will respect it. Piercing the veil is a doctrine courts use to hold owners personally responsible for a company's obligations in some circumstances. There is no single published test. Standards vary by state and are applied by courts to the facts of each case, which is why this page does not offer a checklist.
Doing it yourself versus using a service
Most of the problems above do not require a service to avoid. You can file in the state where you operate, wait for approval before applying for the free EIN, and put your annual report deadline on a calendar. No service can keep the veil intact for you, because that depends on how you run the business.
A service does solve the registered agent problem, both the address going public and the risk of papers going unreceived. ZenBusiness charges $199 per year for registered agent service, reduced to $99 for the first year when you form with them. The agent is a separate charge on every tier, including Premium. Their Starter tier is $0 plus the state fee. Pro ($199 per year) and Premium ($299 per year) add other services, but neither includes the registered agent. This site earns a commission on some links, including that one. That does not change the recommendation: if you meet the address requirement and privacy is not a concern, serving as your own agent is a legitimate choice. Other formation services offer registered agent service too, and their prices change, so compare current terms as of 2026.
Frequently asked questions
What are the state requirements for LLC formation, including a registered agent and articles of organization?
You file articles of organization with your state's business filing office and name a registered agent with a qualifying address in that state. The fee and exact requirements vary by state, and your Secretary of State publishes them.
How do I register my business as an LLC with a registered agent and keep up with state annual reports?
Register in the state where you actually operate, name an agent whose address will reliably receive papers, and check whether your state requires an annual report. If it does, the fee and deadline are on your Secretary of State's published schedule.
Can failing to follow formalities lead to piercing the corporate veil of an LLC?
It can be part of what courts consider, but there is no single standard. Veil piercing is decided by courts under each state's law, case by case.
Does my LLC need to file a BOI report?
Not if it was formed in the United States. Under FinCEN's rule effective August 14, 2026, US-formed entities are exempt. New York's LLC Transparency Act likewise applies only to LLCs formed under the law of a foreign country.
Sources
- Internal Revenue Service, “Get an employer identification number”
- Financial Crimes Enforcement Network, “Beneficial Ownership Information Reporting”
- New York State Department of State, Division of Corporations, “Beneficial Ownership Disclosure”
This is general information, not legal advice. Requirements vary by state and change over time.