Entity formation, governance and ownership agreements, founder equity, commercial contracts, NDAs and IP agreements, business sales and purchases, dissolutions, and trademark registration — all at one transparent price. Quotes in under an hour.
Average quote turnaround: under 1 hour · Free consultation, no obligation
A business needs different legal work at different moments. Setting it up the first time. Putting agreements between owners. Drafting contracts that govern customer or vendor relationships. Selling pieces of it, or all of it. Each one has its own rules and its own predictable failure modes.
Forming a business is the easiest legal step in a company's lifecycle to do badly. Filing the articles of organization or incorporation takes 15 minutes. Doing it correctly — choosing the right entity type for your situation, drafting an operating agreement or bylaws that work, properly issuing membership interests or stock, getting your federal tax election filed on time — takes more thought.
We form LLCs, S-corps, C-corps, professional corporations (PCs and PLLCs), partnerships, and nonprofits in New York, New Jersey, and Delaware. The choice between them turns on tax treatment, owner liability, planned fundraising, and exit strategy. For most small-business and freelance situations, an LLC is the right answer; for venture-backed startups, a Delaware C-corp; for licensed professionals, a PC or PLLC. We discuss the trade-offs before filing — not after.
The operating agreement (LLC) or shareholder agreement (corporation) is the most important document a multi-owner business has. It governs how profits are distributed, how decisions are made, who can transfer ownership and to whom, what happens when an owner dies or wants out, and how disputes are resolved. Companies with good agreements survive disagreements. Companies with bad or missing agreements often don't.
We draft these documents for new formations and retrofit them for businesses that incorporated without one (more common than you'd think). The drafting conversation often surfaces issues the founders hadn't discussed — what happens if one founder wants to take a year off, what triggers a buyout, who has signing authority — and getting those questions answered in writing before a crisis is the entire point.
Co-founder disputes are the leading cause of avoidable startup failure. A founders' agreement covers the six things founders need to agree on in writing on day one: equity split, vesting (the most important clause), roles and decision rights, IP assignment, departure provisions, and governance. Without these in writing, a founder who quits after three months keeps their full equity stake forever — and the remaining founders inherit a problem that's expensive to unwind.
We draft founders' agreements as standalone documents or bundled with formation. We also help with equity issues that come up later: bringing on new co-founders, converting common stock to preferred for fundraising, addressing unvested equity at termination, and negotiating equity terms in employment agreements.
Most companies' commercial contract work falls into a few buckets: customer agreements (master services agreements, terms of service, statements of work), vendor and supplier agreements, distribution and reseller agreements, and licensing agreements. The right framework for each depends on what risk the company is willing to absorb — payment risk, performance risk, liability risk, IP risk — and how much leverage you have in the relationship.
We draft, review, and negotiate commercial contracts for a flat fee per document. For ongoing contract work (a company that signs 5 customer agreements a week), we use a template-based approach that's both faster and more consistent. For high-stakes one-off contracts, we focus on the specific terms that matter for that deal.
NDAs are the most-overused contract in business and the most easily abused. A well-drafted NDA actually protects confidential information without restricting normal business behavior; a poorly-drafted one creates compliance traps that can be triggered accidentally. The most common drafting issues are an overbroad definition of "confidential information" (everything counts), no exclusion for independently-developed information, no time limit, and one-way protection that should be mutual.
IP assignment agreements are the other half of this — making sure work created by employees or contractors is owned by the company, not by the individual. Without an explicit assignment, courts often default to ownership by the creator, which means the company doesn't own its own product. We draft NDAs and IP assignments as standalone documents, as part of employment agreements, or as part of contractor agreements.
Selling a small or mid-sized business — or buying one — is one of the most legally complex transactions an owner will go through. The deal documents (asset purchase agreement, stock purchase agreement, or merger agreement) run 60–150 pages. Due diligence is extensive: financial records, contracts, real estate, employees, IP, tax returns, environmental issues, litigation. Negotiation focuses on representations and warranties, indemnification (who pays if something turns out to be wrong), escrow arrangements, and post-closing transition.
We represent buyers and sellers in transactions from $250K (small Main Street businesses) to $25M+ (mid-market deals). The work scales with deal size but the structural questions are similar: asset deal vs. stock deal (tax-driven), how to handle existing contracts and licenses, how much of the purchase price should be held back, and what survives closing.
When a business closes, there's a right way and a wrong way to wind it down. The right way: notify creditors, pay or settle outstanding debts, distribute remaining assets to owners, file articles of dissolution, file final tax returns, cancel licenses and registrations. The wrong way: just stop operating, ignore the entity, and hope. Wrong-way dissolutions leave the entity exposed to ongoing fees, taxes, and lawsuits years later. They also create personal liability traps for owners.
We handle dissolutions for LLCs, corporations, and partnerships in New York, New Jersey, and Delaware. The flat fee covers the drafting, filings, and creditor notice work. We also handle dissolution of multi-owner entities where there's disagreement about how to wind down — a more delicate situation that benefits from outside counsel.
A registered trademark gives you nationwide rights to a name, logo, or slogan that you use in commerce. Common-law trademark rights exist without registration, but they're geographically limited and harder to enforce. Federal registration is the meaningful protection.
The trademark registration process at the USPTO involves: clearance search (does someone else already have this mark), application drafting (specifying goods/services and the basis for filing), Office Action response (most applications get at least one rejection that requires a response), and publication. Total timeline is typically 9–14 months from filing to registration. We file new applications, respond to Office Actions, and handle renewals. Most trademark work is flat fee.
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Flat-fee LLC formation typically ranges from around $750 to $1,500 depending on whether you need a custom operating agreement, multi-member governance terms, or additional documents. State filing fees and the New York LLC publication requirement are separate third-party costs — we explain them at the consultation. Trademark, contracts, and other ancillary work price separately. These are typical ranges, not promises — your matter might price within them, below them, or above them depending on the specific facts.
You're not required to file one with the state, but you should still have one. A written operating agreement protects your limited liability shield, defines the ownership clearly for tax and banking purposes, and documents the rules in writing if you ever bring on a partner, sell the business, or face a legal challenge. Skipping it is a common, expensive mistake.
Flat-fee trademark registration covers a USPTO clearance search, application filing for one mark in one class, non-substantive Office Action responses (clerical issues, drawing fixes, identification of goods refinements), and registration certificate delivery. USPTO filing fees are separate. Substantive Office Action responses, oppositions, and TTAB litigation are not included — those require a different scope and fee.
You can use a template, but a generic NDA often doesn't protect what you actually need protected. The right NDA depends on what you're sharing, who you're sharing it with, what they'll do with it, how long the protection needs to last, and what counts as a breach. Template NDAs miss these choices and often default to terms that favor whoever wrote the template — which usually wasn't you. A flat-fee NDA review or custom draft is fast, fixed-cost, and typically far less than the cost of an unenforceable agreement. We also draft template NDA suites for businesses that send them frequently.
Yes — for straightforward small to mid-market transactions. We draft asset or stock purchase agreements, support due diligence, prepare closing documents, and handle the closing. Complex deals involving multiple entities, large escrows, regulatory approvals, or roll-up structures may require a different fee approach. We'll tell you up front during the consultation which scope your transaction fits.
No. We focus exclusively on transactional business work — formation, contracts, deals, and registrations. Partnership disputes, breach-of-contract litigation, derivative actions, and regulatory enforcement aren't part of our practice. If your matter requires litigation, we'll tell you during the consultation and refer you to counsel that handles it.
A founders' agreement is the document that defines, in writing, what each co-founder owns, how that ownership vests over time, what happens if someone leaves, and how major decisions get made. It typically includes vesting schedules (often four years with a one-year cliff), restricted stock purchase agreements, 83(b) elections, and assignment of any IP each founder brings to the company. The right time to draft one is at formation — before there's anything to disagree about. Co-founder disputes are the single most expensive avoidable problem in early-stage companies.
Closing a business properly requires more than just stopping operations. In New York, you need to file Articles of Dissolution (corporations) or Articles of Termination (LLCs), settle outstanding obligations, file final state and federal tax returns, and distribute remaining assets to owners. New Jersey follows a similar process with its own forms. Skipping formal dissolution leaves the entity technically alive — meaning it continues to accrue minimum tax obligations, can be sued, and creates ongoing compliance exposure for the owners. We handle the full dissolution process, including coordination with your accountant on final tax filings.
Tatyana Agarunov is admitted in both states, allowing seamless representation for businesses operating across the Hudson — including the many companies headquartered in one state with operations in the other.
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