The Idiot’s Guide to Opening This Business
Everything a lender, an accountant and a state registry assume you already know —
in the order it actually happens, with the paperwork called by its real name.
Read this first. Nothing here is legal or tax advice, and no two states are identical.
Where something varies, this says so rather than guessing. The one rule that matters: do not
spend money or sign a lease until steps 1–3 are done, because the structure you choose
decides what you personally owe if it fails.
0. Before you spend a dollar
- Write down the number that has to be true. How many sales a day, at what price, before
you cover your costs. If you cannot name it, you are not ready to spend — you are ready to
model it. That is what a plan is for.
- Know what you are risking. Money you can lose, or money you cannot? That answer decides
your legal structure in step 2, and it is the only question on this page that is genuinely
irreversible.
- Check the name is free before you print anything on it — your state's business
registry, then USPTO for a trademark. A free name and an available name are different things.
1. Decide what the business legally IS
This is a choice about liability and tax, not about ambition. In rough order of how often
they are right for a small business:
| structure | what it means | usually right when |
| Sole proprietor | You and the business are the same legal person. Cheapest to
start. Your personal assets are exposed to business debts. | Testing something small, low
risk, no employees. |
| LLC | A separate legal person. Separates personal assets from business debts.
More paperwork, an annual fee in most states. | Almost any real business that takes on
customers, a lease, or staff. |
| S-corp / C-corp | How the business is taxed, not how it is protected. Usually a
later decision made with an accountant. | Profits are steady enough that self-employment tax
matters, or you are raising money. |
Most first businesses are an LLC. Confirm it with an accountant for your state before
you file — this page will not guess for you.
2. Register the business
- Where: your Secretary of State (or equivalent — the name differs by state).
Search the registry first, then file. You get a certificate back; keep it.
- Registered agent: an address that can receive legal papers. Often you. It must be a
physical address in the state, not a PO box.
- Fictitious / DBA name: if you trade under a name that is not your registered one, most
states require a separate filing.
3. Get the tax numbers
- EIN — the federal tax ID. Free, direct from the IRS, and you do not need to pay
anyone to get it. You need one if you have employees, file certain taxes, or want a business bank
account.
- State tax registration — sales tax, withholding, or neither, depending on what you
sell and where.
- If you sell across state lines: nexus rules decide where you collect. This is the one
that catches online businesses, and it has changed repeatedly. Get it checked, not guessed.
If your business has no premises
Skip steps 4 and 9 below entirely — but this list replaces them, and it is
not shorter. An online business has different obligations, not fewer.
- Which state do you register in? Where you live, where you work, or where
your customers are are three different answers, and they can disagree. This is the
single most common mistake in an online business, and it is expensive to undo.
- Tax NEXUS is the whole game. You collect sales tax where you have
nexus — a physical presence, an employee, or in most states now, enough
sales or enough separate transactions. The thresholds differ by state and have
changed repeatedly. This is the one to get checked rather than guessed, and
“I sell online so I don't pay state tax” has cost a lot of people a lot
of money.
- The marketplace is your landlord. If you sell through Etsy, Amazon,
Shopify, the App Store or similar, their terms are the rules you actually operate
under: take rate, what they can remove, how they hold your money, how they suspend
you. Read the suspension section first, not the pricing page.
- Digital goods are taxed differently from physical ones, state by state.
Some tax them, some do not, and the definition of “digital” differs.
- Payment processing and holds. Know what percentage you lose, how long
payouts take, and what a chargeback costs you. A processor can hold your revenue
without warning and that is a cash-flow plan, not a footnote.
- Your home address may become public. It will appear in the state
registry, and in WHOIS if you register a domain without privacy protection. If that
matters to you, use a registered agent and domain privacy, and decide before you
file.
- Insurance still applies — professional liability if you give advice
or deliver a service. Less of it, and rarely workers’ compensation, but it is
not zero.
What does NOT apply to you, so you can stop looking: zoning,
signage, foot traffic, premises licences, health inspections, a commercial lease,
and a landlord’s insurance minimum. If a checklist you find online starts with
those, it was written for a shop.
4. Licences and permits
This is where states differ most, and where a generic guide is dangerous. The reliable method:
- Search your state licensing board for your industry.
- Search your county and city separately — a local permit is often the one people
miss, and a health, zoning or sign permit can hold up an opening by weeks.
- If you serve food, work with children, do hair, build, drive, or touch health care: assume you
need one, and assume there is an inspection.
- If you operate from home: check zoning before you sign anything.
- If you have no premises at all, see the online section above — this step mostly does not apply to you.
5. Banking
- A business bank account, separate from personal. This is not optional bookkeeping,
it is what makes the business a separate thing in practice.
- You generally need your formation document and your EIN to open one.
- Never mix the two accounts. Mixing them is the single fastest way to lose the liability
protection you formed a company to get.
6. Insurance
- General liability is the baseline most landlords and clients ask for.
- If you have employees, workers’ compensation is usually required.
- Professional liability (errors and omissions) if you give advice or deliver a service.
- Get quotes with the coverage limits written down before you sign a lease — the lease
usually states the minimum.
7. Bookkeeping, from day one
- Pick the system before your first transaction, not in April. A spreadsheet is fine; consistency
matters more than the tool.
- Keep receipts as you go. Reconstructing a year is the most common expensive mistake.
- Set aside the tax as money comes in. A separate savings account works.
8. The money — loan paths
If you need outside money, the document is the product. Every lender wants the same core
package, and preparing it is the difference between a maybe and a no:
| what | what it says |
| Business plan | What the business is, who buys, why you, and what happens
if it does not work. |
| Financial projections | Startup costs, monthly costs, break-even, and year
one month by month. A lender will test these numbers — every one should trace to a source
or to your own stated assumption. |
| Use of funds | Where each borrowed dollar goes, line by line. Vague here reads
as dangerous. |
| Repayment schedule | What you pay, when, and from what revenue. |
| Personal financial statement | Most small-business loans are personally
guaranteed. Expect to provide it. |
The honesty premium. Lenders have seen a decade of generated business
plans that read beautifully and contain numbers nobody can trace. A plan that says
“this figure is an assumption, here is what would change it” is more
persuasive than one that is confident everywhere — because they can tell the difference,
and the confident one is what the last fifty looked like.
9. Do the boring things BEFORE opening day
- Test the actual price with one real customer. A friend paying is not a test.
- Have the price, the hours, and what you do when something goes wrong written down.
- Know your first week of cash, not your first year of hope.
Where we fit
Steps 1–3 and step 8 are the ones that need documents, and documents are what this site
makes. The research is free, the plan is written from your own numbers, and if you want the loan
package prepared with it, that is the next rung down.
Make your plan →
See the full ladder →
Nothing on this page is legal, tax or financial advice. It is the sequence, with the
paperwork named, so the professionals you hire are answering a specific question instead of
explaining the whole thing.