Corporate & Entity Formation

Counsel for founders and closely held companies on how a business is owned, governed, and held together. We form the entity, write the operating agreement, set the equity terms between founders, and draft the contracts the company runs on.

Begin a conversation What the work covers

Scope

Five parts of one company.

Entity Formation

LLCs · Corporations · Holding Structures

The choice of entity is a choice about control, taxation, and what the company is allowed to become. We work through the structure before anything is filed: who owns what, in which state, whether a holding company belongs above the operating business, and what the answer should be if outside capital arrives later. Then we form it and put in place the records that prove it exists.

Operating & Shareholder Agreements

Control · Economics · Deadlock · Transfer Restrictions

The operating agreement is where a business decides in advance what happens when its owners disagree. Voting thresholds, reserved matters, distributions, transfer restrictions, buy-sell mechanics, and the exit nobody wants to discuss on day one. Written well, it is the document that keeps a disagreement from becoming litigation.

Founder & Employee Equity

Vesting · Option Plans · Profits Interests

Equity is the compensation an early company can afford and the one it most often gets wrong. We set vesting that survives a departure, paper the grants properly, put an option plan or profits interest structure in place where it fits, and make sure the cap table matches the documents behind it.

Commercial Contracts

Customer & Vendor Agreements · Licensing · NDAs

The agreements a company signs every week decide how much risk it carries. We build templates the business can use on its own, negotiate the ones that matter, and watch the terms that quietly move liability, ownership of work product, and the right to walk away.

Governance & Maintenance

Boards · Consents · Records · Annual Compliance

A company that files well and documents its decisions is worth more and defends itself better. We keep the minute book real: board and member consents, annual filings, a record of the decisions that were actually made, and the corporate hygiene a buyer or an investor looks at first.

A company is governed by the documents nobody reads until the day they matter.

Approach

Structure written for the company you intend to build.

Most formation work happens at the cheapest moment in a company's life, and it shows later. A template operating agreement costs nothing until two founders read it differently, an option grant that was never signed surfaces during diligence, or a holding structure has to be unwound because the original was chosen in an afternoon. The documents are not the deliverable. The decisions they record are.

We work the other way around. The questions come first: who controls this, how do people get paid, what happens if someone leaves, and what does the structure need to survive if capital or a buyer arrives. The answers go into documents that read the same way to everyone who signed them, which is the only test that counts once a relationship is under strain.

Lake Legal stays deliberately small, which means the counsel who forms the entity is the one advising on the raise that runs through it and the transition that follows. Context of that kind cannot be reconstructed in the middle of a transaction.

Who This Serves

Ventures at the point where structure compounds.

Founders at Formation

The window before the first customer, the first hire, and the first outside dollar is the cheapest time to get ownership and control right. It is also the last moment when every founder still remembers the same conversation.

Partners Splitting Control

Two or more people with real leverage and no written answer for what happens when they disagree. That agreement is only possible to write well while everyone still expects to agree.

Companies Preparing for Capital

Diligence reads the corporate record, not the pitch. Cleaning up grants, consents, and filings before a raise costs far less than explaining them in the middle of one.

Questions

What founders ask first.

Should we form an LLC or a corporation?

It depends on where the money comes from and where it goes. An LLC gives flexible economics and pass-through treatment, which suits closely held businesses and real estate. A corporation is the structure institutional investors expect, and it carries the option pool and preferred stock they will ask for. The right answer follows from your plan for capital, not from a default.

We already formed the company online. Is that a problem?

Usually not, but a filing is not a company. What tends to be missing is everything after the filing: the operating agreement, the initial consents, and a clear record of who owns what and on what terms. We take stock of what exists, keep what works, and put the rest in place.

Do we need an operating agreement if there is only one owner?

Yes, and it is short. A single-member operating agreement is what separates you from the entity if anyone ever argues otherwise, and it is the document a bank, a landlord, or a buyer will ask to see.

What does founder vesting actually protect?

The company, and by extension the founders who stay. Vesting means equity is earned over time rather than granted outright, so a departure in year one does not leave a large permanent stake with someone who is no longer building the business. It is far easier to agree to before anyone has a reason to object.

Can you work with our accountant on the tax side?

Yes, and we prefer it. Entity choice, equity grants, and distributions all carry tax consequences that belong to your accountant. We bring the legal structure and coordinate the two rather than guessing at the tax answer alone.

Where is Lake Legal licensed to practice?

Ryan Lake is licensed to practice in Colorado and the firm is based in Denver. Entities are often formed in other states for reasons that have nothing to do with where a business operates, and a matter that turns on another jurisdiction's law is handled together with counsel admitted there.

Begin a conversation

We would welcome hearing from you.

We work with a select number of founders and companies over the long term. If you are facing a situation where discretion, structure, and experienced counsel matter, reach out.

inquiries@lakelegal.co Meet your counsel

Denver, Colorado • By appointment