Practice Area
Startup Formation & Early Structure
Early Decisions Define a Company's Trajectory
Forming a company starts before the first filing is made with the secretary of state. Choices made at the outset, choice of entity, state of formation, commit a business to a path. They shape the capital it can raise, the investors it can attract, and the transactions it can realistically pursue, long after anyone remembers making them. We form and structure companies for founders in New York, Oklahoma, Texas, and Washington, including C corporations and LLCs, positioned for growth, investment, and the transactions that come later.
Entity Choice Commits the Company to a Path
One of the first decisions founders face is whether to form a corporation or an LLC and whether to form it locally or in another state, like Delaware, Texas or Nevada. These early decisions shape the company's path for years to come by influencing the types of capital it can raise, the investors and talent it can attract, and the exits available to it.
We advise on:
- LLC versus C corporation considerations
- when a Delaware C corporation makes sense relative to Nevada, Texas, or a local formation
- tax, governance, and fundraising implications
- structuring entities for future investment
Founder Splits Get Tested When Things Change
How equity is allocated at the start is among the most consequential decisions a company makes. It sets not just ownership but incentives, control, and what happens when circumstances change. These arrangements look straightforward at formation and get tested when roles shift, a founder leaves, or the company raises money.
We advise on:
- founder equity splits
- founder stock purchase agreements and the consideration behind them
- vesting and repurchase rights, and the tax elections that go with them
- allocation of control among founders
- treatment of early contributors and advisors
Model Ownership Before You Commit to It
A cap table is a report not a record. It summarizes the current equity ownership of a company, tracks how much additional equity is issuable to the holders of options, SAFEs, convertible notes, and warrants, and, projected forward, shows how future financings will reshape ownership and control before you commit to them.
We assist with:
- initial capitalization and ownership modeling
- planning for future rounds
- structuring early equity issuances
- anticipating dilution and control dynamics
See also: Equity & Cap Tables
Control Is Settled Before Investors Arrive
Before a priced round, control is determined almost entirely among founders. The structures you put in place now decide how decisions get made, how disagreements are resolved, and what happens if alignment breaks down, well before investors impose more formal requirements of their own.
We work with founders to:
- establish initial board or manager structures
- define voting thresholds and approval rights
- address founder deadlock, removal, and transition scenarios
- put governance in place that will scale as investors come in
See also: Board and Stockholder Governance
The Documents Everything Else Rests On
Formation work produces the legal foundation that everything else rests on: the documents and filings that establish ownership, governance, and the ability to transact.
This typically includes:
- certificates of incorporation or formation
- bylaws or operating agreements
- initial board and stockholder consents
- stock issuance documentation and a stock ledger
- EIN registration and organizational filings
- intellectual property assignment and founder agreements
Where applicable, we also assist with research and development agreements, licensing arrangements, and early commercial contracts.
Formation Decisions Are Tested in a Round
Formation decisions are usually made before a financing is on the table, and they are tested the moment investors get involved. What looked simple at the start can become friction in a round if ownership, governance, or documentation does not line up with what investors expect.
We help founders prepare for:
- SAFEs and convertible notes
- seed and early-stage rounds
- investor diligence
- positioning for venture investment
See also: Fundraising & Capital Strategy
Working with Founders in New York, Oklahoma, Texas, and Washington
We help founders and companies form and structure their businesses across New York, Oklahoma, Texas, and Washington, whether you are building locally or across a wider footprint. The aim is the same either way: a legal structure that fits the business you are trying to build.