Set the company up correctly the first time.
Entity choice, founder agreements, and clean records from day one. Fixing these before a financing costs a multiple of getting them right at the start.
How we approach it
Most structural problems we see in diligence trace back to the first ninety days of a company’s life.
Formation is the set of decisions that determine how a company is owned, governed, and taxed. The choice between a Delaware corporation and a California LLC, how founder equity vests, who holds the intellectual property, and how decisions get approved all shape what investors see later and what founders keep.
We handle the full stack: entity formation and initial filings, founder and shareholder agreements, bylaws or operating agreements, 83(b) elections, board and stockholder consents, and the ongoing compliance a company needs to stay in good standing. We also audit existing companies before a raise or sale and clean up what was missed.
Our approach is practical. A pre-seed company does not need a forty-page stockholders’ agreement. It needs the right entity, vested founder stock, assigned IP, and a cap table that matches reality. We size the work to the stage.
What we handle
- Entity formationDelaware C-corp or California LLC, EIN, statement of information, initial consents
- Founder & shareholder agreementsVesting, acceleration, roles, departure terms
- Bylaws & operating agreements
- IP assignmentMaking sure the company owns what the founders built
- 83(b) elections & vesting schedules
- Board consents & minutesClean corporate records for diligence
- Cap table setup & hygieneCarta or a spreadsheet, kept accurate as you grow
- Foreign qualification & annual complianceFranchise tax, registered agent, state filings
- Conversions & restructuringsLLC to C-corp, re-domiciling to Delaware
- Pre-financing cleanupAudit and fix before investors look
What people ask us first
- Delaware C-corp or California LLC?
- If you plan to raise venture capital or issue options to employees, a Delaware C-corp is the expected structure. If the company will be closely held and distribute profits, an LLC is usually simpler and cheaper. We walk through the tax and investor implications before you file.
- What is an 83(b) election and why does the deadline matter?
- It is a filing with the IRS that lets a founder pay tax on restricted stock when it is granted, at a low value, instead of as it vests at a higher one. There is a thirty-day window after the grant and no extension. We calendar it for every founder grant.
- We formed the company ourselves. Can you fix what we missed?
- Yes. Most of our formation work is cleanup: unsigned IP assignments, missing consents, option grants with no board approval, a cap table that does not match the filings. We review everything and fix it before a financing.
Often needed alongside this
Tell us what you’re working on.
A free first conversation. We’ll tell you what it involves, what it costs, and whether you need us at all.
Santa Monica, California