Practice area
Business formation & corporate maintenance
The paperwork that decides who owns what, who decides what, and what happens when one of you wants out.
What this usually looks like
You are three people with an idea and a handshake, or one person whose first customer just asked who they are actually contracting with. Someone says incorporate, and stops there. Nobody tells you which entity, which state, or what it costs to get either choice wrong. It looks like paperwork. It is actually the document that decides who owns what and who decides what, for as long as the company exists.
The order the work happens in matters less than finishing it. Most of what follows is decided once, written down once, and then left alone until something changes that makes it worth reopening.
What is included
The work, itemized
- Entity selection and state of formationLLC, S corp, or C corp, matched to how the business will actually be run and funded.
- Operating agreement or bylawsThe document nobody reads until the disagreement, drafted with the disagreement already in mind.
- Founder equity and vesting termsWho gets what, on what schedule, and what happens when someone leaves in year two.
- Cap table set up correctlyA record that still reconciles after the next financing round and the first departure.
- Annual filings, minutes, and consentsThe recurring maintenance that keeps the liability shield from becoming a courtroom argument.
- Governance that survives diligenceRecords a buyer's counsel can read in an afternoon, not spend a month untangling.
Fit
Whether this is your problem yet
When you need this
You are bringing on a partner, hiring a first employee, signing a lease, raising outside money, or opening an account that is not in your own name. Any one of those is reason enough to have the entity settled before the paperwork arrives, not after it has already been signed.
When you don't
You are one person selling your own labor, with no employees, no outside money, and no commitment that outlasts the month. An entity adds filings and cost for very little return today. Wait until one of those things changes, then move quickly.
Proof point
From the other side of the table
When I co-founded Karmaloop, I performed every role the company needed in its earliest days: general counsel, human resources, buyer, customer service, even office cleaner when the job required it. Formation work looks abstract until you have been the one deciding which entity to sign as, and why.
Related
What usually comes next
Contracts & employment matters
The agreements the business signs once it exists, and the terms on which it hires the first people who are not founders.
Debt & equity financing
Notes, SAFEs, priced rounds and credit facilities, and the cap table that has to still reconcile after every one of them.
Buying & selling a business
The transaction that reads every decision the company has made since formation, and prices the ones nobody wrote down.
Let's talk
Tell me what you're building
The first conversation is free and takes as long as it takes. If the answer is that you do not need any of this yet, that is the answer you will get.