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Business formation in California and Delaware

Form it once, form it properly. Filing the entity is the easy part. What determines whether it holds up is everything that comes after the certificate: who owns what, on what terms, and whether the company actually owns the work.

from $2,500 flat

A fixed scope, a fixed fee, and ten business days from complete intake.

What’s included Start here
01

How much does business formation cost in California?

A flat-fee California or Delaware formation starts at $2,500 and takes ten business days from complete intake. That covers the filing, governing documents and initial actions, founder equity and IP assignment, EIN and post-formation setup, and a first-year compliance calendar. Scope is confirmed in writing before any work begins.

Who this is for

E-commerce and dropshipping stores, Amazon FBA sellers, SaaS and web apps, mobile apps, agencies and consultancies, marketplace sellers, creators and newsletter businesses — and any California operator who has been trading as themselves for longer than they meant to. The work is the same whether you plan to raise money or never will.

Formation

from $2,500 flat

  • Entity formation — CA or DE
    Filed with the Secretary of State, with the entity and state chosen against your actual plan rather than by default.
  • Governing documents & initial actions
    Operating agreement or bylaws, initial consents and resolutions, and the organizational records the company is supposed to keep.
  • Founder equity + IP assignment
    Who owns what, vesting where it makes sense, and written assignment of the work into the company. This is the piece that most often turns up missing in diligence.
  • EIN & post-formation setup
    Federal EIN, the state and local registrations that follow, and a clear list of what to do at the bank.
  • Your first-year compliance calendar
    The filings and deadlines the entity now owes, dated, so year one doesn’t produce a surprise.

Not included

  • Securities work for a priced round (scoped separately)
  • Tax elections and advice — coordinated with your CPA, not replaced
  • Trademark filings
  • Registration in states beyond the formation state

If your situation needs one of these, I’ll say so at the outset and scope it separately rather than folding it into a flat fee that doesn’t fit.

02

Who needs a business formation lawyer?

Founders forming a first company, and existing operators who’ve been running unincorporated for longer than they meant to. It fits equally whether you’re raising money later or never.

If you haven’t settled the entity question yet, start with the plain-English comparison in Sole Prop vs LLC vs C-Corp — the choice follows your plan, and the plan is usually the faster conversation.

What goes wrong when formation is done badly?

The expensive formation problems are boringly consistent. Equity agreed verbally and never papered. IP built before the entity existed and never assigned into it. A 50/50 split with no deadlock provision. Out-of-state boilerplate referencing another state’s statute.

None of these hurt on day one. All of them surface at the worst possible moment — a diligence request, a co-founder departure, an acquisition.

How long does business formation take?

Ten business days from complete intake. The sequence is an intake questionnaire, a short call to confirm scope, then filing and drafting. Scope is confirmed in writing before any work starts, and if something in your facts changes it, you hear about it before it changes the fee.

03

How does flat-fee pricing work?

The fee is flat and the scope is confirmed in writing before any work begins. “From” means that the stated figure is the starting point for a defined scope, and if your facts require more, you hear the revised number before anything proceeds, not on an invoice afterwards.

04

Common questions

Should I form an LLC or a C-corp?
It follows your plan rather than your preference. If you intend to raise venture capital or grant employee equity, you need stock, which points to a corporation. If neither is in the plan, an LLC is usually simpler and cheaper to run. The comparison is set out in full in this guide.
Do I need an LLC for a dropshipping or Amazon FBA business?
Usually yes, once you are actually selling. Both models put you in a chain of contracts with suppliers, marketplaces and customers, and an entity is what keeps those obligations off your personal assets. Marketplaces and payment processors also increasingly expect a registered business rather than an individual.
Do I have to form in Delaware?
No. Delaware is the default for venture-backed companies because investors and their documents assume it, but a California business with no outside investors often has no reason to incorporate elsewhere and then register back into California. The choice is part of the engagement, not an assumption.
What is an IP assignment, and why does it matter?
It is the written transfer of work a founder created into the company that is supposed to own it. Without it, code, designs and brand assets can remain personally owned — which surfaces as a diligence problem during a financing or sale, and is far more expensive to fix retroactively.
I run an online business from home in California. Which state should I form in?
For most California-based online businesses with no outside investors, California. Forming elsewhere does not avoid California registration or its franchise tax if you are operating from here; it usually just adds a second state's filings and fees on top.
Can I form the company myself and have you review it?
Yes, though it is often not cheaper. Correcting a filed structure — amending governing documents, papering equity after the fact, assigning IP retroactively — usually takes more time than doing it once. If you have already filed, say so at intake and I will scope from where you actually are.
05

Other services

Contracts

from $1,500 flat

The core agreements a young company needs, customized to how you actually sell — with usage notes so you know which one to send.

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Fractional GC

from $1,500/month

Ongoing counsel on a monthly retainer — review queue, compliance calendar, advisory hours, replies in one business day.

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Web compliance

from $1,950 flat

Privacy, tracking, subscription and AI-disclosure compliance for internet businesses — before the demand letter, not after.

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06

Start here

I read every submission personally and reply within one business day — including when the honest answer is that this isn’t a fit.

Submitting this form does not create an attorney-client relationship, and I can’t treat what you send as confidential until we’ve signed an engagement letter — so keep the sensitive specifics for the call.