Formation & Corporate Structure
Entity Formations - Corporations and LLCs
Each state has different documents and filing requirements, so please contact us for more information. ​​Although we most commonly create entities in Illinois and Delaware, our skilled legal team can determine the requirements for any and all states (or countries!) We guide clients through:
-
Entity selection (LLC vs. C-Corp)
-
Founder equity structuring
-
Initial capitalization
-
Organizational documents
-
Governance setup
-
Selecting the correct structure at formation can significantly impact taxation, investor eligibility, and future fundraising.
Why Delaware C-Corps?
-
Delaware is the preferred jurisdiction for venture-backed startups due to its well-developed corporate law and investor familiarity.
-
To form a Delaware C corporation, companies must file a Certificate of Incorporation with the Delaware Secretary of State. For Delaware LLCs, a Certificate of Formation is required.
-
Additional steps often include:
-
Drafting bylaws or operating agreements
-
Issuing founder stock
-
Establishing an equity incentive plan
-
Obtaining EIN and state registrations
-
Certain circumstances may require additional filings or structuring considerations. We tailor formation documents to meet your business and financing objectives.
Conversion to Delaware C-Corp
Converting an existing entity to a Delaware corporation is common, particularly when preparing for outside investment.
The process and cost depend on:
-
The rules and regulations of the current entity’s state of domestication
-
The state of original formation
-
Whether the entity is an LLC or corporation
-
Tax considerations
-
Outstanding equity or debt
We regularly advise clients on structuring and executing conversions to minimize disruption, preserve ownership, and maintain clean cap table records.
What is a Cap Table?
A Cap Table, short for Capitalization Table, is the official record of your company’s ownership structure. It details:
-
All shareholders and equity holders
-
Number and class of shares issued
-
Vesting schedules
-
Outstanding options, warrants, SAFEs, and convertible notes
-
Ownership percentages (issued and fully diluted)
For founders, investors, and employees, the cap table serves as the single source of truth for company ownership. It is one of the first documents reviewed in financings, audits, and acquisitions.
Maintaining an accurate cap table is essential to avoid dilution disputes, governance issues, and delays in funding transactions.
Carta is a financial technology platform that companies use to digitally manage their cap tables and equity plans. Carta helps companies:
-
Track equity issuances and ownership changes
-
Manage vesting schedules and option grants​​
​