Business Formation & Contract Law

The entity, the governance, and the agreements.

Counselize forms and documents U.S. companies, drafts the governance that holds them together, and negotiates the commercial agreements they run on.

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A company is quick to form and expensive to correct. The entity type, the state of formation, and the ownership documents signed in the first month set the terms on which every later financing, hire, and sale takes place. A large share of what surfaces in diligence years afterward was created here, in paperwork nobody treated as important at the time.

Formation work covers the entity itself and the documents that govern it, meaning the certificate or articles, bylaws or an operating agreement, the founder and shareholder arrangements, vesting and transfer restrictions, and the board and stockholder approvals that make each of those effective. For a company that expects to raise, the structure is built to the standard investor counsel will examine rather than to the minimum the state requires.

Commercial agreements are the other half of the work. Customer and vendor contracts, services and software terms, nondisclosure agreements, licensing, distribution, and reseller arrangements, employment and contractor documents, and the terms and policies a business publishes on its site. The value of a contract sits in the clauses nobody reads until something has gone wrong, being limitation of liability, indemnity, term and termination mechanics, the data provisions, and what happens on a change of control.

Counselize also handles the maintenance that keeps an entity in good standing, covering annual reports and state filings, corporate records and consents, foreign qualification and registered-agent questions, and the amendments and restructurings that follow a change in ownership or business model.

Scope

What this covers.

01Entity selection and formationChoice of LLC, corporation, or partnership and the state of formation, weighed against who is investing, where they are, and how the business expects to raise or exit. Certificates or articles, initial consents, and organizational records.

02Governance documentsBylaws, operating agreements, shareholder and member agreements, board and stockholder resolutions, consents, and minutes.

03Founder and equity arrangementsFounder agreements, vesting and transfer restrictions, equity grants, and option plan documents, prepared so the cap table survives examination in a later financing.

04Commercial contractsMaster services agreements and statements of work, customer and vendor contracts, nondisclosure agreements, and licensing, distribution, and reseller arrangements.

05Technology and data termsSoftware, SaaS, and subscription terms, data processing and data-sharing provisions, and the security and audit terms that belong with them.

06People documentsEmployment, contractor, and consultant agreements, including confidentiality, assignment of work product, and restrictive covenants where enforceable.

07Published termsWebsite terms of service, acceptable use, and the policies a business is expected to publish alongside them.

08Corporate maintenanceAnnual reports and state filings, corporate records, foreign qualification and registered-agent matters, and entity amendments and restructurings.

Entity selection and ownership structure carry tax consequences. Counselize addresses the legal structure and coordinates with your tax adviser on the tax treatment.

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