ENTITY FORMATION & STRUCTURING

Choosing the right legal structure is one of the most important decisions any business owner or founder will make. The right entity type not only determines how your business is taxed, but also affects ownership rights, liability, governance, and the ability to raise capital or sell the business in the future. At Schenk Law Law Firm, LLP, we guide clients through every stage of entity selection and structuring, ensuring a solid legal foundation for growth.

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Services We Provide

Entity Selection & Formation

Including LLCs, corporations (C-Corp and S-Corp), general and limited partnerships, and joint ventures.

Capital Structure & Founder Equity

Custom capitalization tables, equity allocation among co-founders, preferred stock classes, vesting schedules, and Buy-Sell Agreements.

Governance & Compliance

Bylaws, Operating Agreements, Partnership Agreements, board resolutions, and ongoing compliance obligations.

Multi-State & Cross-Border Structuring

Guidance on where to form, register, and qualify to do business across jurisdictions, including cross-border entity strategy.

Business Dissolution & Exit Planning

Advising on voluntary dissolutions, shareholder exits, and structuring for acquisitions or mergers.

Common Client Concerns

Should I form an LLC, corporation, or partnership in California?

We evaluate your business goals, liability exposure, and special considerations to recommend the structure that provides the best fit.

What’s the best way to divide equity among multiple founders?

We design clear equity agreements, including vesting schedules and buy-sell provisions, to balance fairness and future growth.

How do we protect minority shareholders while allowing the company to grow?

We draft governance documents with protections such as voting rights, information access, and fair exit terms for minority owners.

Do we need to register in other states where we operate?

We review your operations and advise when foreign qualification is required to keep your business compliant and protected.

What happens if one partner wants to exit or the business needs to dissolve?

We prepare agreements that establish exit procedures, buyout rights, and dissolution plans to minimize conflict and uncertainty.

Proven Results

Experience

David Lizerbram has practiced law in California for 23 years, advising more than 700 business clients.

Track Record

Guided hundreds of startups, family-owned businesses, and investor-backed ventures through formation, governance, restructurings, and mergers.

Complex Matters

Skilled in handling multi-state registrations and cross-border structuring for companies operating in multiple jurisdictions.

Nationwide Service with Local Expertise

Based in San Diego, California, Schenk Law Firm serves clients across the United States. Whether you’re a local business or a national enterprise, we’re here to provide the strategic legal support you need to thrive.

Let’s Build Your Business Together

The right entity structure can protect your assets, reduce liability, and make growth easier. Our attorneys work closely with founders and business owners to ensure your entity is formed and structured the right way, today and for the future.

FAQS

What’s the difference between an LLC and a corporation in California?

LLCs generally offer more flexibility in management and taxation, while corporations can be better suited for raising outside investment or planning for a future sale.

Is forming in Delaware or some other state better than California?

For venture-backed startups, Delaware C-Corps are often preferred. For many small or mid-sized businesses, forming in California simplifies compliance and avoids duplicative costs.

Can we change our structure later?

Yes. Businesses can convert or restructure, but it’s often easier and less costly to choose the right entity type from the start.

What documents are needed to form a business?

Typical documents include Articles of Organization/Incorporation, an Operating Agreement or Bylaws, a Partnership or Shareholder Agreement, and initial board or member resolutions.