Business formation, corporate structuring, and strategic planning for companies of every size, the legal foundation that keeps operations, contracts, finances, and growth in full compliance with the regulations that apply to your structure.
A Delaware corporation that authorizes ten million shares and lets the state do the arithmetic is billed on the authorized-shares method, which runs past $85,000 a year. Recalculated on assumed par value capital, an early-stage company with the same ten million shares usually owes the $400 minimum. Structure is made of decisions like that: cheap to make correctly at formation, expensive to discover later.
The choices compound. Only a C corporation can issue stock that qualifies under Section 1202, which excludes gain on shares held five years up to the greater of $10 million or ten times basis; for stock acquired at original issue after July 4, 2025 the exclusion starts phasing in at three years and the cap rises to $15 million. A partnership-taxed LLC cannot offer that, and offers other things instead.
We form the entities, but the work is the architecture around them: the holding company above the operating subsidiary, the agreements that keep them separate, and the calendar that keeps each in good standing. Where owners or customers sit abroad, we draw on a partner network of locally admitted counsel in about 51 jurisdictions.
Guidance on selecting and establishing the right business structure, from LLCs to corporations, with the formation and incorporation work positioned for sound legal and tax footing from the outset.
Organizational design including governance frameworks, ownership structures, and operational hierarchies, aligned with how leadership intends to direct and run the company.
Compliance systems built around the regulatory requirements, operational standards, and industry-specific rules that apply to a given structure, so obligations are mapped before they become problems.
Drafting and negotiation of the essential agreements a business runs on, including vendor contracts, employment agreements, and operational documentation, kept consistent with the chosen structure.
Long-term legal strategy supporting business growth, expansion planning, and risk management, so the legal framework keeps up with where the company is headed.
Analysis of which federal, state, and local requirements apply given the business's entity type, industry focus, and size, so compliance obligations are understood in full before the business takes them on.
Management-services, licensing and cash-sweep agreements between a holding company and its subsidiaries, with the minute-book practice that keeps them separate in fact. The documents a plaintiff asks for when arguing the group was one enterprise are written here, before the argument.
A map of where exposure actually sits across the structure: which entity employs people, signs the leases and holds the customer contracts, against which one owns the IP and the cash. Insurance, indemnities and guarantees are then lined up with that map rather than with the org chart.
FinCEN's 2025 rule removed domestic companies from Corporate Transparency Act reporting, and its August 2026 final rule made the exemption permanent; only foreign entities registered to do business here still file. Keep the ownership ledger anyway. Lenders, acquirers and banks opening accounts ask for the same information.
Form 2553 is due two months and fifteen days into the tax year it covers. The corporation may have no more than 100 shareholders and one class of stock. Partnerships, corporations and nonresident aliens may not hold its shares, and one ineligible transferee ends the election.
Restricted stock subject to vesting is taxed as it vests, at each vesting date's value, unless the founder files a Section 83(b) election within 30 days of the grant. There is no extension. A founder who misses it pays ordinary income tax on growth that was never cash.
An entity that transacts business in a state without qualifying there owes the back fees and penalties, and in Illinois it cannot maintain a lawsuit in state court until it has registered and paid. The collection action against a customer is where the gap surfaces.
A court asked to reach past an entity looks for commingled funds, an undercapitalized company and formalities nobody observed. Each subsidiary needs its own bank account, its own minutes and a written agreement for every dollar that moves to its parent. The chart proves nothing; the minute book does.
Delaware earns its place when outside investors will demand its case law and its Chancery Court. A single-owner Illinois operating business that incorporates there pays two franchise taxes, two registered agents and two annual reports for a forum it will never use. Ask the question before the filing.
Before any entity is chosen, we map what exists today: who owns what, where revenue and liability sit, which regulators care about this industry, and where the founders intend to take it. The org chart on the whiteboard rarely matches the one the law will see.
Entity type, jurisdiction of formation, and holding-company or operating-subsidiary layers are set against liability exposure, tax position, and capital plans, including who holds control when the cap table changes. Structure is chosen for the company being built rather than the one being formed today.
Formation filings, operating and shareholder agreements, board consents, and the vendor and employment contracts the business runs on are drafted as one consistent system. A structure that exists only in the charter, and not in the documents people sign, is not a structure.
Annual filings, minutes, ownership-change documentation, and compliance calendars maintain the separateness the structure exists to provide. When the company adds owners, states, or lines of business, the architecture is revisited before the growth outruns it.
A structure is only as strong as its upkeep. Courts read the minute book rather than the intention.
By asking who will own it in five years. A company that expects venture investors forms a Delaware C corporation, because funds with tax-exempt and foreign partners will not hold partnership interests and because only C corporation stock can qualify under Section 1202. A business whose profits will be distributed to its owners each year usually does better as an LLC taxed as a partnership or, if the owners are few and all US individuals, as an S corporation. A professional practice has its own permitted forms. We run the five-year ownership picture against liability, tax and the cost of changing later, and the entity falls out of that.
Before three events: the first outside money, the first employee and the first customer in another state. Each one attaches a rule to the structure that is awkward to change afterward, whether that is an investor's insistence on a Delaware corporation, an equity grant that needs a Section 83(b) election within 30 days, or a foreign qualification that should have preceded the first invoice. An established company revisits the question when it adds owners or lines of business, and before a sale, when an F reorganization that drops the operating company under a new holding company often has to be completed before the buyer signs.
Governance planning is the design of how a company is owned, directed, and operated: ownership structures, decision-making authority, board and management roles, and the documentation that records all of it. A sound framework balances control among the people running the company while supporting efficient operations and protecting stakeholder interests. We fit that framework to the company's size and circumstances.
The liability shield is conditional on upkeep. A Delaware corporation files its annual report and franchise tax by March 1 and a Delaware LLC pays its $300 tax by June 1; Illinois entities file an annual report each year as well. Miss them long enough and the state administratively dissolves the entity or voids its charter, and officers who keep doing business through a dissolved company can be sued personally for what it does in that period. Veil-piercing claims look for commingled funds, undercapitalization and ignored formalities. The compliance calendar is therefore part of the structure, not an accessory to it.
Yes, and one of them matters more than the rest. Software, designs and content written by an independent contractor belong to the contractor unless a signed agreement assigns them, because the work-for-hire rule reaches employees and only a short list of commissioned works. A founder who built the product before the company existed is in the same position. We paper the assignments at formation, then the operating or stockholders agreement, the employee confidentiality and invention agreements and the customer and vendor terms, all drafted to the same entity names and the same governing law so they can be read as one set.
Yes. Growth changes the structure in predictable ways. An LLC that takes a priced venture round usually converts to a Delaware corporation by statutory conversion, and the five-year clock under Section 1202 starts at the conversion, not at founding. A company entering a second state qualifies there before it hires or signs a lease. A company adding a second line of business usually wants it in a separate subsidiary so one line's liabilities stop at its own balance sheet. We handle each change and update the intercompany agreements and the compliance calendar to match, so the architecture is current when the next buyer or lender reads it.
Compliance with corporate governance standards and securities law, including board structure, shareholder relations, and SEC reporting obligations.
Explore →Protecting and monetizing IP assets, with the patents, trademarks, copyrights, and licensing agreements that safeguard a company's competitive position.
Explore →Legal support for startups, technology companies, and entrepreneurial ventures working through formation and complex regulatory requirements.
Explore →Structuring and compliance for private equity, venture capital, hedge funds, and investment management with full federal coverage.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.