Incorporation

Our corporate lawyers have incorporated countless businesses in California, Delaware and elsewhere. Our clients are often surprised at how easy and practical the corporate format can be once the mystery is taken out of it.

Concerning incorporation, our lawyers advise and prepare documents concerning:

• Whether to incorporate
• Incorporation versus LLC
• Where to incorporate
• Subchapter S tax election
• Capitalizing the company
• Mixing debt and equity
• Dealing with founder earn-out issues
• “Cheap stock” for service providers
• Incorporating an existing business
• Founder agreements
• Shareholder buy-sell agreements
• Complex share structures
• Regulation D offerings
• Assignment of intellectual property
• All nuts-and-bolts matters
• All aspects of the incorporation process
• All aspects of corporate administration

For simple incorporations in California or Delaware, we offer turn-key packages for a reasonable fixed fee. More complex items are billed hourly. See the description of our Corporate practice for a more in-depth description of what we do.

For most business startups, a simple approach to incorporation is usually not enough. This is a mistake commonly made by founders who use do-it-yourself services to form their own corporations before seeking the services of startup business lawyers. In such cases, founders often come in with incomplete or incorrectly completed paperwork. They also will have made the mistake of making outright stock grants to themselves when restricted grants would have been more appropriate. They may have missed issues relating to IRC section 83(b) filings. They likely will have failed to capture all intellectual property rights for the benefit of their startup and will thus have left open the potential for later claims against the company or for due diligence complications. They very often miss the tax issues affecting startups where service providers contribute sweat equity in exchange for stock in the startup. Our Silicon Valley lawyers know all these issues well and are set up to offer cost-effective solutions for the early-stage startup businesses that face them, at times on a deferred-fee basis.

Another common fault is for founders to incorporate unthinkingly in the state of Delaware, a decision which may or may not be right for their situation.

Our attorneys have been incorporating startup companies and small businesses in Silicon Valley and throughout California for nearly three decades. Ask about how you might use our services to help with your startup or small business. For startup businesses, many of the problem areas noted above can be thoroughly analyzed in the course of a low-cost initial consultation, giving the founders an informed perspective from which to plan intelligently for their business startup needs.

For a discussion of how a startup business differs from a conventional small business in its setup at formation, see the topic What are the distinctive legal aspects of forming a startup business with a founding team? in our FAQ - Startup Business section.

For a discussion of why Delaware may not be the best choice for an early-stage startup business, see the topic What are the advantages and disadvantages of setting up a startup business in Delaware? in our FAQ - Startup Business section.

For a discussion of the 83(b) election, see the topic What is an 83(b) election and how does it work in practice? in our FAQ - Startup Business section.