Formation

Our Business Formation Services

Launching a business is exciting, but missing key formation steps can lead to costly mistakes. VirtualCounsel provides expert LLC, corporation, and non-profit formation services, ensuring compliance and long-term success.

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Formation Services we offer

Launch with confidence. We provide LLC, corporation, non-profit, and B-Corp formation services, handling compliance and paperwork so you can focus on growth.
Formation
Launch your next big idea on a solid legal foundation. Too many founders skip important first steps and pay for it later.
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SERVICES
Single-Member LLC Formation
$2,000
Formation

Single-Member LLC Formation

$2,000
Form your LLC with clarity, protection, and confidence.

For solo founders, consultants, and small business owners, a Limited Liability Company (LLC) provides simplicity without sacrificing liability protection. We guide you through every step of the process to ensure your LLC is properly structured, compliant, and prepared for growth. Even single-member entities benefit from professional formation—getting it right from the start prevents costly fixes later, enhances credibility with investors, and lays a solid foundation for future expansion or conversion to a corporation.

Scope of Work
  • Draft and file Articles of Organization to legally form the LLC with the state
  • Draft Initial Member Consent and any necessary Resolutions to formalize company setup and management structure
  • Draft a custom Operating Agreement designed for a single-member structure, ensuring separation of personal and business liability
  • Draft Confidential Information and Invention Assignment Agreement (CIIAA) to protect intellectual property and proprietary assets
  • Consultation with Client via phone/email regarding EIN registration, tax classification, foreign qualification, and banking setup
  • Finalize and circulate all formation documents for e-signature and recordkeeping
Multi-Member LLC Formation
$3,000
Formation

Multi-Member LLC Formation

$3,000
Form your multi-member LLC the right way—clear agreements that prevent conflict and eliminate costly fixes later.

A Limited Liability Company (LLC) offers flexibility and simplicity, but when multiple members are involved, it’s essential to get the structure, agreements, and decision-making rules right from the start. We form your LLC with the same level of care applied to complex corporate setups—ensuring ownership interests, voting rights, and distributions are clearly defined to prevent conflict and confusion later.

Even for lean, early-stage teams, investing in a sophisticated formation process protects relationships, maintains compliance, and creates the clean ownership records investors and partners expect during due diligence.

Scope of Work
  • Draft and file Articles of Organization to establish the LLC with the state
  • Draft Initial Member Consent and Manager or Member Resolutions to formalize governance and operational authority
  • Draft a custom Operating Agreement tailored to the LLC’s ownership, management structure, and economic terms
  • Prepare Founder or Member Agreements, including contribution documentation and vesting provisions (if applicable)
  • Draft Confidential Information and Invention Assignment Agreements (CIIAAs) to safeguard intellectual property and proprietary assets
  • Consultation with Client via phone/email to address tax classification (partnership vs. corporation), foreign qualification, EIN registration, and banking setup
  • Build a Pro Forma Cap Table or ownership schedule reflecting membership percentages and contributions
  • Finalize and circulate all formation documents for e-signature and recordkeeping
Corporate Formation
$3,500
Formation

Corporate Formation

$3,500
Form your corporation with precision, compliance, and confidence.

Getting your formation right from the start saves time, money, and headaches down the road. We help founders build their companies on a solid legal foundation—so when investors come calling, your structure, documentation, and equity records are already clean and ready for diligence. Even if you’re bootstrapped, taking a sophisticated approach early prevents costly fixes later, since restructuring or converting down the line is far more expensive and disruptive.

We handle every step of the incorporation process with the same level of care and foresight that institutional investors expect. From drafting your formation documents to issuing founder equity and protecting IP, we ensure your company is built to scale confidently and compliantly.

Scope of Work
  • Draft and file the Certificate of Incorporation, ensuring your corporation is properly formed and recognized by the state
  • Draft the Action by Sole Incorporator and Initial Board Consent to formally establish leadership, adopt governance documents, and authorize key corporate actions
  • Draft custom Bylaws aligned with your governance structure and long-term growth goals
  • Prepare Founder Restricted Stock Purchase Agreements, addressing vesting, transfer restrictions, and ownership structure
  • Draft Confidential Information and Invention Assignment Agreements (CIIAAs) to protect the company’s intellectual property from inception
  • Consultation with Client via phone/email to address 83(b) elections, foreign qualification, EIN registration, and corporate banking setup
  • Build a Pro Forma Cap Table reflecting founder equity and ownership percentages, ready for investor review
  • Finalize and circulate all corporate formation documents for e-signature and recordkeeping
Conversion (Corporation-to-Corporation)
$4,000
Formation

Conversion (Corporation-to-Corporation)

$4,000
Reincorporate in Delaware with precision, compliance, and investor readiness.

As companies mature, many choose to move their corporate home to Delaware—the jurisdiction preferred by most investors and acquirers for its established corporate law, predictability, and ease of governance. Whether your business was originally incorporated in California, New York, or another state, we manage the full legal process to convert or domesticate your corporation to Delaware while maintaining ownership continuity and compliance with both jurisdictions.

Our approach ensures your corporate records, stock issuances, and board approvals transition seamlessly. We help you avoid the pitfalls of do-it-yourself filings and preserve your company’s good standing—setting you up for future financing, acquisitions, or an eventual exit.

Scope of Work
  • Draft and file Certificate of Conversion and Certificate of Incorporation with the State of Delaware
  • Draft and file Certificate of Dissolution or Withdrawal (if applicable) in the original jurisdiction
  • Draft Plan of Conversion outlining continuity of ownership, share exchange, and corporate governance
  • Draft Board and Stockholder Consents authorizing and approving the conversion
  • Draft Bylaws and Updated Corporate Governance Documents consistent with Delaware law
  • Consultation with Client via phone/email regarding Delaware compliance, tax registration, and registered agent setup
  • Review and reconcile existing stock ledger and capitalization records to ensure accuracy under the new Delaware entity
  • Finalize all conversion documents and circulate for e-signature and recordkeeping
Conversion (LLC-to-Corporation)
$4,500
Formation

Conversion (LLC-to-Corporation)

$4,500
Convert your LLC into a corporation smoothly, strategically, and investor-ready.

As your business grows and attracts investors, converting from an LLC to a corporation is often a necessary step—but it’s one that must be done carefully to avoid disrupting ownership, tax status, or existing agreements. We guide you through every phase of the conversion process, ensuring compliance with state laws, alignment of ownership interests, and clean documentation for investor diligence.

Many founders form LLCs early for flexibility, but as investment opportunities arise, a properly executed conversion ensures your company is structured for long-term growth. We help you transition seamlessly—maintaining continuity of ownership while delivering the corporate structure investors expect.

Scope of Work
  • Draft and file Certificate of Conversion and Certificate of Incorporation with the state
  • Draft Plan of Conversion outlining ownership continuity, capitalization, and governance transition
  • Draft Action by Members and Board Consents approving the conversion and authorizing new corporate governance
  • Draft Bylaws and Founder Restricted Stock Purchase Agreements reflecting the new capital structure
  • Draft Confidential Information and Invention Assignment Agreements (CIIAAs) to ensure intellectual property alignment under the new entity
  • Consultation with Client via phone/email regarding tax treatment, 83(b) elections, EIN updates, and banking or contractual transitions
  • Build a Pro Forma Cap Table reflecting ownership conversion and post-conversion capitalization
  • Finalize all conversion documents and circulate for e-signature and recordkeeping
Benefit Corporation (B-Corp) / Social Purpose Corporation
$4,500
Formation

Benefit Corporation (B-Corp) / Social Purpose Corporation

$4,500
Align profit with purpose through a compliant, credible structure.

For founders who want to build businesses that make an impact, forming a Benefit Corporation, B-Corp, or Social Purpose Corporation is a powerful way to balance profit and purpose. We help you structure and document your company to reflect your mission while maintaining compliance with state laws and investor expectations.

Many founders attempt to “bolt on” social purpose after forming a traditional entity, but doing it right from the start creates long-term credibility and investor confidence. Our team ensures your company’s charter, governance, and reporting obligations align with your mission—and we help you avoid common pitfalls around overlapping for-profit and nonprofit activities.

We also guide for-profit owners who wish to complement their mission-driven business with a related nonprofit entity, ensuring proper governance and compliance boundaries (“separation of church and state”) between the two.

Scope of Work
  • Draft and file Articles of Incorporation (Benefit or Social Purpose Corporation) in the appropriate state
  • Draft Action by Incorporator and Initial Board Consent establishing governance, mission purpose, and fiduciary standards
  • Draft Bylaws reflecting the company’s public benefit or social purpose commitments
  • Prepare Board and Shareholder Resolutions to adopt benefit reporting frameworks and mission-related obligations
  • Consultation with Client via phone/email regarding B-Lab certification requirements, annual reporting standards, and compliance considerations
  • Coordinate EIN registration, tax status setup, and related compliance filings
  • Draft Conflict of Interest and Mission Alignment Policies to document and protect social purpose commitments
  • Finalize all formation documents and circulate for e-signature and recordkeeping
Nonprofit Formation (501(c)(3))
$5,000
Formation

Nonprofit Formation (501(c)(3))

$5,000
Form your nonprofit on a clean, compliant foundation—built for impact, credibility, and long-term success.

We help mission-driven founders and business owners establish nonprofits with the same level of precision applied to any sophisticated enterprise. From state filings to IRS recognition, we ensure your nonprofit is structured correctly from the start—so you can focus on impact, not paperwork.

Many of our for-profit clients form strategically related nonprofits to expand their mission, strengthen community engagement, or align philanthropic initiatives with their core business. While this can be an effective strategy, it also introduces compliance risks. We help owner-operators navigate the “separation of church and state” between their for-profit and nonprofit entities—ensuring governance, finances, and operations remain distinct and fully compliant with IRS and state regulations.

Our approach prevents common pitfalls and ensures your organization launches on a clean, compliant foundation that supports long-term credibility with donors, regulators, and partners alike.

Scope of Work
  • Draft and file Articles of Incorporation (Nonprofit) with the appropriate state agency
  • Draft Bylaws tailored to nonprofit governance, board structure, and voting procedures
  • Draft Action by Incorporator and Initial Board Consent to formalize appointments and operational authorizations
  • Prepare and file IRS Form 1023-EZ (Application for Recognition of Exemption)
  • Consultation with Client via phone/email regarding charitable purpose, related for-profit relationships, and state registration requirements
  • Coordinate EIN registration and assist with state-level charitable solicitation filings (where applicable)
  • Draft Conflict of Interest Policy and other required governance documents
  • Finalize all formation and exemption materials and circulate for e-signature and submission

Our Formation Offerings Guide

Explore our Formation Guide to learn how we handle acquisitions, mergers, exits, and compliance. Get expert insights on agreements, negotiations, and due diligence for smooth, strategic transactions.
Articles of Incorporation Filed
Attached: State confirmation document — your new business entity is officially registered.
EIN Application Call Scheduled
10:00 EST – Friday
Slack Message
Just got our LLC approved — huge relief! Thanks for making the process so simple.

Related Resources

Corporate Conversion: Navigating Business Structure Transitions

Formation

As your business evolves, the legal structure that worked in your startup phase may no longer be the best fit. Corporate conversion - the process of transitioning from one entity type to another - can help align your company’s structure with your growth, funding, and succession goals.

Foreign Qualification: An Overview

Formation

Determining where your startup needs to qualify to do business can be a complex challenge, especially in an era of remote work and digital commerce. This memo provides critical guidance on understanding when and where your startup may need to qualify to do business.

EINs

Formation

An Employer Identification Number (EIN) is a federal tax identifier issued by the IRS. Every new business needs an EIN to operate legally and establish financial credibility. This guide explains why EINs matter, how to apply, and what to prepare before starting the process.

Typical C-Corp Startup Incorporation Documents

Formation

Incorporating your startup is an important milestone, but it is only the first step toward building a fully functional company. After incorporation, several legal documents and governance measures are required to establish structure, protect intellectual property, and prepare for growth.

Where Should I Incorporate My Startup?

Formation

The state of incorporation is a critical decision that can significantly impact your startup's legal, financial, and operational landscape. This memo provides guidance on selecting the most appropriate jurisdiction for your business.

When Should I Incorporate My Startup?

Formation

When launching a new venture, one of the most critical decisions entrepreneurs face is determining the appropriate time to incorporate. This memo outlines key milestones that signal it's time to form a legal business entity.

Registered Agents Overview

Formation

Selecting a registered agent is a critical compliance requirement for any business entity. This memo provides comprehensive guidance on the role, importance, and considerations surrounding registered agents for startups.

Non-Profit Organization Formation: Creating Impact with Purpose

Formation

Launching a mission-driven venture requires a legal structure aligned with your social impact goals.

Multi-Member LLC Formation: Balancing Partnership with Protection

Formation

Building a business with partners requires a legal structure that accommodates shared ownership while protecting personal assets.

Single Member LLC Formation: Simplicity with Protection

Formation

When launching a solo venture, choosing the right legal structure can make all the difference in your business journey.

Choosing the Right Legal Structure for Your Business: LLCs v. C-Corps

Formation

When launching a new venture, one of the most critical decisions you'll face is selecting the right legal structure.

Most founders struggle with entity formation.


You’re unsure whether to incorporate as a C-corp, LLC, or other legal entity.


You're dealing with confusing state filings, stock structures, and compliance requirements on your own.


You'er worried about making foundational mistakes that could complicate future funding rounds.


We get it, which is why we make formation seamless from day one.

Your Formation Advantage

Simplify Entity Setup

We handle LLCs, corporations, non-profits, and B-Corps—ensuring filings are correct and compliant from day one.

Start Strong, Avoid Mistakes

Our guidance prevents costly errors in governance, tax IDs, and state requirements, giving your business a solid foundation.

Stay Compliant with Confidence

From incorporation documents to ongoing filings, we manage the legal details so you can focus on growth.

Schedule a Consultation

Hear what clients have to say:

“@VirtualCounsel is also strategic in terms of helping us to think about our risks in a different way, and some of those other risks and opportunities that I may not be thinking of . . .

They help me manage downside, think through opportunities in detail, organize our employees, and structure everything in a smart and effective way.”

Digital is our default

We know that today's clients are technologically sophisticated and expect the same from their service providers. We leverage technology to streamline communication, keep projects organized and make our workflow as efficient as possible.
Loom
Slack
Google Drive
Gusto
Google Meet
Basecamp
Zoom
Carta
Loom
Slack
Google Drive
Gusto
Google Meet
Basecamp
Zoom
Carta
Loom
Slack
Google Drive
Gusto
Google Meet
Basecamp
Zoom
Carta

Launch Your Business the Right Way

Partner with our formation experts to launch your LLC, corporation, non-profit, or B-Corp the right way. We’ll handle filings, compliance, and governance so you can focus on building your business.