Business formation

Structure that holds up as you grow

Overview

Get the foundation right first

Most disputes between business owners start years before anyone argues. They start when two friends sign an operating agreement copied from the internet, or when a new investor joins without anyone writing down what happens if they leave. Our business formation and governance practice exists to catch those gaps while they are still cheap to close.

We begin with a conversation about how the company actually works: who puts in money, who does the work, who makes decisions and what each owner expects to take out. Only then do we recommend an entity type and draft the documents. An LLC, an S corporation and a C corporation each carry different tax, liability and governance trade-offs, and the right choice depends on your plans more than on a template.

Once the company exists, we help keep it in good order. That means annual reports filed on time, minutes that record real decisions, ownership ledgers that match reality and buy-sell terms that still make sense as the business grows. When an owner wants to sell, retire or bring in family, those records make the conversation shorter and calmer.

We also work with the other advisors around you. Your accountant, banker and insurance broker all need accurate documents, and we would rather send them clean copies than have them guess. For clients who ask, we hold a short review each year to check that the paperwork still matches the business.

Fees for formation work are usually quoted as a flat amount once we understand the scope. Ongoing governance support is billed by the hour or on a modest annual retainer, and every estimate is in writing before work begins.

Good structure is quiet. You notice it only when it is missing.

Two owners and a lawyer reviewing formation papers at a walnut boardroom table
our
approach

What we handle

Owners come to us at the start, at a growth step and at the exit. These are the requests we see most often.

We compare LLC, S corporation and C corporation options against your tax picture, funding plans and how many owners you expect, then recommend one in writing.

Voting, profit splits, capital calls and what happens when an owner leaves, dies or wants out, all written in language the owners can follow.

Term sheets, subscription documents and the amendments that keep existing owners protected when new money arrives.

Minutes, consents, registered agent changes and annual filings kept current so the company stays in good standing.

Valuation methods, funding with insurance and triggers for a buyout, agreed while everyone still gets along.

Asset and equity sales, wind-downs and dissolution filings handled in the right order, with creditors and employees accounted for.

How a formation matter runs

A marble bust beside tall bookcases in a dark library

Listen

01

A first call about how the business works and what each owner expects from it.

Recommend

02

A written recommendation on entity type and the documents the company needs.

Draft

03

Agreements drafted, reviewed with every owner and revised until they read clearly.

Maintain

04

Filings and records kept current, with a short review each year on request.

Attorneys

Who handles business formation matters

These attorneys work on business formation and governance every week. One of them will call you back after your first note.

Elena Marchetti
Founding partner, business formation
Chicago
Grace Whitfield
Associate, entity setup and corporate records
Chicago

Have a matter that needs a plan?

Marchetti Crane advises owners, employers and families from three offices, with one attorney who answers for every file.

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