Startup entity formation, done right the first time
Formation plus the governance documents needed to actually operate the company: an operating agreement or bylaws and initial consents, an EIN, ownership and capitalization basics, and initial state filings. Flat legal fees, for founders in Los Angeles and across California.
Charter law follows the pin. Tax follows the footprint.
Two different questions get the same wrong answer more often than any other in formation. Under the internal affairs doctrine, the law of the state of incorporation governs the charter, the board and fiduciary duties wherever the company operates. It does not govern where the company pays. Every state the business actually operates in can require it to register as a foreign entity, file a periodic report, and pay a tax of its own.
Pick a domicile and an operating footprint below. The two layers are drawn on the same field so you can see them disagree.
- Internal affairs governed here
- Foreign qualification and tax attach here
- Not selected
- Not covered by this map
Delaware law governs the charter, the board and fiduciary duties — wherever the company operates. That is the internal affairs doctrine, and it travels with the entity. It does not travel with the tax bill: California, New York, Texas, Washington can each require registration as a foreign entity, a periodic report, and a tax of their own.
The default domicile for venture-backed companies, and the reason is the case law rather than the tax: the Court of Chancery has no jury and a century of corporate precedent, so the answer to a governance question is usually already written down.
What each state asks for
| State | Tax is levied on | Periodic report | Qualification trigger |
|---|---|---|---|
| Delaware Delaware Division of Corporations | Franchise tax on authorized shares, or on assumed par value capital — whichever method the corporation elects | Annual report for corporations; an annual flat tax for LLCs with no report | Doing business in the state |
| California California Secretary of State | Minimum franchise tax on every corporation and LLC doing business in the state, regardless of profit | Statement of Information — annually for corporations, biennially for LLCs | Doing business in the state, which includes having employees or soliciting sales here |
| New York New York Department of State — Division of Corporations | Corporate franchise tax under Article 9-A, computed on the highest of several bases including business income and capital | Biennial statement | Doing business in the state |
| Texas Texas Secretary of State | Franchise tax on taxable margin, with a no-tax-due threshold below which a return is still required | Annual public information report, filed with the franchise tax return | Transacting business in the state |
| Washington Washington Secretary of State | No corporate income tax, but a business and occupation tax on GROSS receipts, with no deduction for costs | Annual report | Engaging in business in the state |
Figures change; structure does not. This table names what each state taxes and how often it wants to hear from you — for the current rate, threshold or due date, follow the link to the office that publishes it.
LLC, multi-member LLC, or Delaware C-Corp
Which entity fits depends on how the company will raise money, who owns it, and where it operates, not on which one is fastest to file. Each option below is scoped separately so the engagement matches what the company actually needs.
What's included
- Articles of Organization or Incorporation, prepared and filed with the California Secretary of State (or Delaware for a C-Corp)
- Operating agreement (LLC) or bylaws plus board/stockholder consents (corporation)
- EIN application with the IRS
- Beneficial Ownership Information (BOI) filing
- Founder stock issuance with vesting, and 83(b) election guidance, for a C-Corp
- A post-formation memo covering what to do next: bank account, cap table basics, and ongoing compliance
How it works
- 01Tell me about your matterA short questionnaire, scoped to what's reasonably necessary to evaluate the matter - nothing more.
- 02Conflict check and scopingA conflict check runs before anything substantive is discussed, then the scope and fee structure are confirmed.
- 03Engagement letter, e-signedA clear, written agreement with every required disclosure, signed before work begins.
- 04Work beginsYou get a direct line to the attorney handling your matter - not a triage queue.
Important
Eric Adar Carver is admitted to practice law in California only. “From” fees reflect matters whose complexity cannot be fully determined until the relevant facts are reviewed; scope is confirmed before an engagement letter is signed.