The entity you pick shapes how profits are taxed, who can invest, and whether a QSBS exclusion is possible later. We look at your funding plans, founders' situations and expected exit, then recommend a structure and handle the elections. If you already formed the wrong entity, we map the cleanest way to convert.
At a glance
- Practice
- Tax
- Pricing
- Flat fee, quoted before we start
- Included
- 6 deliverables
- Process
- 3 steps, one named attorney
- Where we work
- Slack, email or a call
When founders call us
The moments that usually bring a company to us for this work.
- 01
You are about to incorporate and cannot decide between an LLC and a Delaware C corp
- 02
You formed an LLC to start and now a venture investor wants a C corp
- 03
Your accountant suggested an S corp election and you plan to raise outside capital
- 04
A co-founder lives outside the US and you are unsure how that affects the structure
What you get
Scoped in writing before we start. One flat fee for all of it.
- Written comparison of C corp, LLC and S corp treatment for your plans
- Recommendation on state of formation and where you will owe tax
- Preparation or review of entity classification and S corp elections where relevant
- Conversion plan if you need to move from an LLC to a C corp
- Notes on how the choice affects QSBS eligibility and founder equity
- Coordination points for your accountant on first-year filings
How it works
- 1
Plans and people
We review your business model, funding plans and each founder's tax residence.
- 2
Recommendation
We compare the options and recommend a structure with the elections it needs.
- 3
Implementation
We prepare the elections or conversion steps and coordinate with whoever handles formation.
Mistakes we help you avoid
The ones we see most often, and catch before they cost you.
- Avoided
Electing S corp status and then raising from a fund or issuing preferred stock, which S corps cannot do
- Avoided
Starting as an LLC and converting late, after much of the value has built up outside a C corp
- Avoided
Missing election deadlines that are hard to fix retroactively
- Avoided
Ignoring how a non-US founder's residence affects entity choice and reporting
Formation & Choice of Entity: questions founders ask
If you plan to raise venture capital or offer stock options broadly, a Delaware C corp is the usual choice, since most funds expect it and it is required for QSBS. An LLC can make sense for a bootstrapped or cash-flowing business that wants pass-through taxation. The right answer depends on your funding path and exit plans.
Generally no. S corps are limited to one class of stock and to certain shareholders, which rules out most funds, foreign investors and preferred stock. A company planning to raise institutional money usually needs to be a C corp.
Many conversions can be done without immediate tax, but the details matter. For QSBS purposes, the stock is generally treated as issued at conversion, and the gain that built up before conversion is not eligible. That is one reason founders who plan to raise often convert early.
For corporate law, Delaware is the common choice for venture-backed companies. For tax, you will generally owe tax and filings wherever you do business or have employees, regardless of where you incorporate. We help you understand both sides.
Get a flat-fee quote for Formation & Choice of Entity.
A short call with an attorney. You leave with a written scope and one fixed price.
Book a call