Business Entity Formation (LLC, S-Corp, C-Corp)

Business entity formation means legally creating the business structure you will operate under. Common choices include an LLC (limited liability company, a business structure that can separate your personal assets from business debts in many cases), a C-corp (C corporation, a corporation that is taxed separately from its owners by default), and an S-corp (S corporation, a tax election that can allow certain businesses to pass income and losses through to owners for federal tax purposes if IRS rules are met).

People also use "S-corp" to mean either a corporation that elected S-corp tax treatment or, in some cases, an LLC that asked the IRS to be taxed that way. That is one reason this choice can get confusing fast.

An attorney in this area helps you pick a structure that fits how you plan to run the business, who owns it, how decisions will be made, and what filings your state requires. The lawyer can also prepare key documents such as articles of organization (the document usually filed with the state to create an LLC), corporate formation documents, an operating agreement (the internal document that explains how an LLC is owned and managed), bylaws, founder agreements, and related consents.

If you are still comparing options, see LLC vs. corporation: which is right and how to form an LLC in the US.

This service is useful for new owners who want to start on the right footing and for existing businesses that may need to clean up early mistakes.

You may want a business formation attorney if:

• you are choosing between an LLC and a corporation
• you have 2 or more owners and need clear rules on ownership, control, and exits
• one founder is putting in more money, work, or intellectual property than another
• you plan to raise investment later
• you want to elect S-corp tax treatment and need to understand the corporate and tax steps
• you are an immigrant founder or non-native English speaker and want documents and next steps explained clearly
• you are opening in a regulated field and need to check licenses or ownership restrictions
• you are buying into an existing business or converting from a sole proprietorship

A DBA (doing business as, a public business name different from the company’s legal name) may also be part of the setup if you want to market under a different name. The rules depend on your state or county.

Official requirements can vary a lot by state, so it is smart to confirm details with your Secretary of State, IRS.gov, and a licensed attorney. You can also review related services at business compliance and licensing and partnership and founder agreements.

A business lawyer does more than file one form.

Typical work may include:

• discussing your goals, ownership plan, tax questions, and risk areas in plain language
• comparing entity options based on your state, number of owners, and future plans
• checking whether your business name is available with the Secretary of State and, if relevant, whether a trademark search on USPTO.gov is wise
• preparing and filing the state formation document, such as articles of organization for an LLC or articles of incorporation for a corporation
• helping appoint a registered agent (the person or company authorized to receive legal papers and official mail for the business)
• drafting internal documents such as an operating agreement, bylaws, incorporator actions, stock or membership records, and founder agreements
• helping you apply for an EIN (Employer Identification Number, the federal tax ID number for a business) through IRS.gov or explaining when you need one
• discussing whether an S-corp tax election may fit and coordinating with your accountant when needed
• flagging next-step compliance items such as annual reports, licenses, permits, ownership records, and deadlines

If your business will sign customer, vendor, or founder paperwork right away, a lawyer may also help with an NDA (non-disclosure agreement, a contract used to protect confidential information) or MSA (master services agreement, a main contract that sets the general terms for ongoing work between businesses). Those documents are often handled together with formation because they shape how the business operates from day one. Learn more at contracts and agreements.

FoundryCounsel does not give legal advice or create an attorney-client relationship. We provide general educational information and free matching with licensed attorneys.

The exact order depends on the state and the type of business, but most formations follow a similar path.

1. Choose the state of formation. This is often your home state, but not always.
2. Compare entity types. The goal is to match the structure to ownership, management, taxes, and growth plans.
3. Check the name. Your lawyer may review state name availability and discuss trademark concerns.
4. Prepare and file the formation documents with the Secretary of State or other state office.
5. Create internal rules. For an LLC, that usually means an operating agreement. For a corporation, that often means bylaws and initial resolutions.
6. Get an EIN from IRS.gov if needed.
7. Handle tax elections, licenses, permits, and opening steps such as banking and contracts.
8. Set up compliance reminders for annual reports, recordkeeping, and renewals.

If you want a simple overview before speaking with a lawyer, start with guides, what is an EIN and how to get one, and how it works.

Many attorneys handle basic formations on a flat-fee basis. Costs are state-dependent ranges, not quotes. Filing fees and state fees are usually separate.

Common attorney flat-fee ranges may look like this:

• single-owner LLC formation: about $300 to $1,200 plus state filing fees
• multi-member LLC with a tailored operating agreement: about $800 to $2,500 plus state filing fees
• corporation formation with bylaws and initial records: about $900 to $2,500 plus state filing fees
• S-corp election support or coordination: about $150 to $800 in additional legal or filing support, depending on scope
• founder or partnership agreements prepared at the same time: about $500 to $2,500 or more, depending on complexity

The price often rises when there are multiple owners, uneven contributions, investor plans, special voting rights, vesting, intellectual property issues, or a need to review licensing rules.

You may be able to handle it yourself if:

• you are a single owner
• the business is low risk and straightforward
• you are forming in your home state
• you do not have investors, co-founders, or unusual tax questions
• you are comfortable reading your Secretary of State instructions and IRS.gov guidance carefully

Hiring an attorney is often worth it if:

• there are 2 or more owners
• you want custom ownership, profit-sharing, or exit terms
• you are choosing between LLC taxation and corporate taxation
• you plan to hire, raise money, or grant equity
• you are entering a regulated industry or signing a lease soon
• you want to reduce the chance of expensive cleanup later

For broader pricing context, see how much does a business lawyer cost. Be careful with anyone who promises a specific result, approval, or registration.

A short consultation is easier when you know what to ask. Good questions include:

• Which entity type do you think fits my situation, and why?
• What documents are included in your flat fee, and what costs extra?
• Will you draft a custom operating agreement or founder agreement if needed?
• What state filings, annual reports, and deadlines should I expect after formation?
• Do you coordinate with my accountant on EIN, tax classification, or S-corp election questions?
• If I use a different business name, do I need a DBA filing?
• If I plan to sign a lease or client contracts soon, what should I handle first?

FoundryCounsel makes the matching process simple. You tell us your state and a short description of your business need, and we try to connect you with a licensed attorney who handles this type of work. The matching service is free for business owners. Participating attorneys pay a flat marketing fee to participate.

Please do not send sensitive information through a form. Share only contact details and a brief description of the issue, not your Social Security number, ITIN, EIN, immigration status, bank account numbers, or confidential business secrets.

To get started, visit get matched. You can also see the broader services we cover or get help at help.