Business Formation

Problems We Solve

• —Choosing the wrong entity type and discovering the consequences years later
• —Founder disputes over equity, roles, and decision-making authority
• —Personal liability exposure from improperly formed entities
• —Difficulty raising capital because the cap table is a mess
• —Tax inefficiency from the wrong structure at the wrong stage

LLC, C-Corp, S-Corp, and partnership formation across all states

Operating agreements and shareholder agreements that govern the relationship

Founder equity allocation, vesting schedules, and cliff provisions

Initial capitalization and cap table structuring

Intellectual property assignment from founders to the company

Registered agent setup and state compliance filings

Q.What is the difference between an LLC and a C-Corp?

An LLC offers flexible taxation and simpler governance, making it a popular choice for small businesses and real estate. A C-Corp is required for venture-backed startups because it allows for multiple classes of stock, stock option plans, and the clean ownership structures institutional investors expect. The right choice depends on your funding path, growth plans, and tax situation.

Q.Do I need a lawyer to form an LLC or corporation?

You can file formation documents yourself, but the documents themselves — operating agreements, shareholder agreements, IP assignments — are where the real legal work happens. A poorly drafted operating agreement is often the source of founder disputes years later. Shah Grossi ensures your formation documents actually reflect the deal you think you're making.

Q.How should co-founders split equity?

Equity splits should reflect each founder's contribution, risk tolerance, and ongoing role. Most investors expect vesting schedules (commonly 4 years with a 1-year cliff) to ensure founders remain accountable. We help founders have the hard conversations early and document the outcome in a way that holds up under pressure.

Q.What is an IP assignment agreement and why does it matter?

An IP assignment ensures that intellectual property created by founders — code, designs, brand assets, processes — is owned by the company rather than the individual. Without it, a departing founder may have a legitimate claim to company IP. This is standard in any properly formed startup and is often required by investors and acquirers.

Q.Can you form entities in states other than California?

Yes. We form entities across all U.S. states, including Delaware (preferred for C-Corps), Wyoming (popular for LLCs), and any state where your business operates. We also handle foreign qualification — the process of registering to do business in a state other than your home state.