Use a law firm to form c corp


1

Is it necessary to use a law firm to form a Delaware c corp with only 1 owner/shareholder?

Can I just do that myself? even though I live in a different state?

Incorporation Legal Corporation

asked Nov 4 '12 at 10:07
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Emil
8 points
  • Of course you can do it yourself. Why, though? Why not in your own state? – Littleadv 7 years ago
  • to receive VC funding... – Emil 7 years ago
  • Then you should listen to @David – Littleadv 7 years ago

2 Answers


3

You don't need a lawyer to file a Delaware certificate of incorporation... it's simple enough to do it online. But even though you are a single-owner, you may need a lawyer to help with:

  • Determining whether a "C" corp, "S" corp, LLC or other entity structure is most advantageous, and whether to incorporate in DE or in your home state. There are a variety of considerations that go into that determination, with tax and investment issues being chief among them.
  • Implementing whatever comes after you have filed the incorporation. If you are forming a Delaware corporation I presume it is because you are seeking investment. If you are seeking investment, then you need to do more than simply incorporate a company... you need to also properly assign IP, take care of capitalization issues (including possibly vesting stock), and make sure your corporate formalities are addressed, and you will eventually need a lawyer to handle the investment contracts. If you are not seeking investment, you probably don't need a DE "C" corp.
  • Think of the things you are not thinking of. It's impossible for a lawyer to tell you whether you should form a Delaware "C" corp unless he or she knows the full details of why you are forming a company and what you intend to do with it. In that process, somewhat inevitably the lawyer will identify issues you have not thought about.

If the business idea, plan, and present or future value (or liability) are worth protecting to the point of incorporating, then it is probably also worthwhile to develop a relationship with an appropriate attorney. The right relationship with an attorney will prove to be a much more valuable asset to your business than an online incorporation.

(The preceding is not legal advice and does not create an attorney/client relationship between us.)

answered Nov 4 '12 at 11:08
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David Raynor
300 points
  • Re C vs S vs LLC - not lawyer - tax adviser. Lawyers suck at tax issues (unless they're tax attorneys). – Littleadv 7 years ago
  • Competent business lawyers should know enough about taxes to be able to advise start-ups or small businesses on the basic pass-through implications of different entity structures. If it is a complex matter with a large amount of money at stake, then yes, a tax adviser or tax lawyer may be needed, but if the alternative is "online incorporation" we are probably not talking about a complex tax matter :) – David Raynor 7 years ago
  • agreed on that:) – Littleadv 7 years ago

1

Yes, you can do it yourself.

However, given that you will be looking for outside funding, at some point - before you talk to prospective investors - you should have a lawyer examine your corporate documents to figure out what will be required to put everything in proper form.

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

answered Nov 6 '12 at 09:15
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Dana Shultz
6,015 points

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