— is just the beginning of your entrepreneurial journey. At Crowley Law LLC, we understand that legally forming and registering your selected entity is the next crucial step. That’s why we provide not just business formation guidelines but also strategic representation aligned to your unique personal and business goals.
We recognize the importance of business owners selecting a business entity that aligns with their personal and business interests. Below are the different types of business structures that are typically used:
In addition to assisting business owners in the life sciences and other technology spaces with choosing business entities, we also provide knowledge and resources to ensure compliant and efficient business formation.
Here are detailed guidelines for establishing a corporation:
Choose the State under whose laws you’d like to form your corporation. It can be your home State or another State. Many investors favor investing in corporations formed under the laws of the State of Delaware.
Choose a unique business name by checking availability at the website of the Secretary of State or the agency responsible for business formation in your chosen jurisdiction.
Appoint the initial directors based on your chosen jurisdiction’s requirements.
File the Certificate of Incorporation with the responsible filing agency. The exact forms and filing fees differ depending on the jurisdiction.
Some States mandate drafting legally recognized bylaws. These rules indicate how your corporation will run and how decisions will be made.
Hold the first board of directors’ meeting to approve the bylaws, appoint a permanent board and select officers to manage the corporation’s business.
Issue stock to your corporation’s initial stockholders. This process usually marks one of the first formal corporate actions after incorporation.
Draft a stockholders’ agreement, a contract among the company and its initial stockholders. It determines how ownership will be managed if a stockholder seeks to sell or transfer shares, leaves the employ of the corporation, becomes disabled, retires or dies.
Obtain an employer identification number (“EIN”), open a bank account, establish tax accounts and set up payroll withholding.
Make the required filing with the Federal government to identify the beneficial owners of the corporation within the required time period.
Get one or more State and local business permits or licenses for your life sciences or other technology startup, if required. The types of licenses and permits vary between States.
Here is a broad-based step-by-step guideline on how to establish an LLC:
Choose the State under whose laws you’d like to form your LLC. It can be your home State or another State. In our experience, many investors are willing to invest in LLCs formed under the laws of your home State so long as the State has a well-formed limited liability company law.
While naming requirements vary from State to State, all U.S. States generally require that the business name indicates you are registered as a Limited Liability Company.
All US States require LLCs to hire a registered agent to receive legal or official documents on the company’s behalf.
The “Certificate of Formation” (in some States, it is called “Articles of Organization”) form is a legal document you must complete to officially establish your startup as an LLC in your State.
Prepare the Certificate of Formation based on your State’s procedures and requirements. You must specify your business name, address and purpose.
Crosscheck your formation documents carefully and submit them. You must pay filing fees, which vary according to jurisdiction.
Make the required filing with the Federal government to identify the beneficial owners of the LLC within the required time period.
Create an operating agreement to detail all members’ management, legal and financial rights.
Business formation is a highly complex process. Crowley Law LLC provides strategic guidance to ensure compliance with local, State and Federal laws and requirements.
We help our clients identify the ideal business structure based on their personal liability concerns, business goals, future plans and tax implications.
We help our clients ensure they prepare and file all formation documents required by your State government.
We can help draft operating agreements for LLCs and bylaws and equity incentive plans for corporations.
We can help you determine who the beneficial owners who must be reported to the Federal government.
We can help you register your Doing Business As name and file applications to trademark your business logo, business name and other intellectual property.
We provide ongoing business advice and support to help you ensure regulatory compliance and personal asset protection.
We can assist in resolving business disputes and representing your startup in all legal matters.
You can request to reserve a specific name for a corporation or LLC for the responsible agency in the State in which you choose to form your entity.
You can be your own registered agent in general if you meet the following conditions:
Requirements vary from State to State.
The standard requirement is to open a business bank account once your business starts spending or receiving money and after you have obtained a Federal employer identification number and adopted resolutions required by your bank. As a practical matter, this should be done early in the process.
Yes, you can conduct business in a different State than the one you are incorporated in. However, there are several considerations and steps you must address before operating in another State.
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