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Startup incorporation & structure and hiring a lawyer

San Jose, CA |

This is my first startup.I plan to hire contractors, employees and business partners eventually. We are working on the development right now and plan to start selling the product within a month or so. my business model is monthly subscription so I may be able to sustain growth without venture capital funding. I feel overwhelmed and would really appreciate your guidance. Do i need to Form a c-corp and worry about all that rather than focusing on my actual product? Can I form an LLC as I read it is owner friendly. But then how about equity sharing? Is it really complicated to convert from LLC to c-corp when we go for funding? What kind of attorney will I need, One that helps with incorporation and other to help with taxes? Please advice.

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Attorney answers 5


You have identified some good questions, but you need to discuss them with a business lawyer. There are a lot of questions that depend on what you are planning, and the right answer depends on a lot of information that you don't want to share publicly. A lot of lawyers have a free half-hour consultation that you should consider taking advantage of. A little money spent now can save you a lot of money later. 510-208-5500. This answer does not create an attorney-client relationship. It is not legal advice, because it is only of a general nature. Please contact a lawyer qualified in your jurisdiction to discuss your situation in confidence, using your factual details. Avvo answers are only general legal responses. Item 9 of's Terms and Conditions are incorporated in this disclaimer as though it were printed here.


You need to consult an attorney to answer these questions based on all the facts related to your business. With my clients, I generally find that the question of whether to go c-corp, s-corp, LLP or LLC largely relates to one of taxes. For that, you will want to speak with an accountant. Depending on your business, there may also be regulatory issues you need to deal with. I would be happy to discuss this with you in more detail.


First, find an experienced business attorney who has a track record of bringing along developing companies. Your needs will be a constantly changing formula depending upon your size, technical requirements, earnings, tax considerations and many other particulars, some common and some may be particular to your type of business. This is exactly what savvy experienced business attorneys do. You work on your product, development, marketing and sales and let the attorney worry about the legal. Early in your formation, you probably won’t be able to handle your tax issues as you develop, so he may refer you out for additional advisement from a tax attorney or CPA.

I hope this is helpful.

John N. Kitta

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I agree with my colleagues.

My blog has many posts that you may find helpful. I recommend that you start with the post at the link below.

This information does not constitute legal advice and does not establish an attorney-client relationship.


You're asking all the right questions, and the answer to each is: you need to find a business law attorney with whom to talk through your plans, help you set up the right structure, and then be available to you as your business develops. It's what we do for a living, and you'll be making a mistake to try to "get from here to there" without getting that help early on. Happy to talk with you, if you're still looking.

This response to your question is general in nature, and is not intended (and is not authorized to be received) as reliable legal advice upon which any action or decision can be based. Other facts and considerations not known may substantially affect the answer as it applies to your particular circumstances.

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