One of the first decisions that you will have to make as a business owner is how your company should be structured. No one legal structure is best for all small businesses. The laws surrounding business startups in the United States can be quite complicated. There are many important decisions that must be made regarding your company that will drastically affect how you and your business are taxed.

Whether you are better off starting as a sole proprietor or choosing one of the more complicated organizational structures such as a partnership, corporation or limited liability company, depends on several factors. In making an entity choice, you should take into account the following:

• The size and nature of your business
• Number of co-owners of the business and employees in the business
• Relationship between owners, staff, and management
• The business’s vulnerability to lawsuits and other liability limitations and exposures
• Tax implications of the different ownership structures, both as owner and potentially as your own employee – incorporated and unincorporated entities are taxed very differently

We excel at guiding our clients as regards entity selection, operating agreements, shareholder agreements, and bylaws, and we are partnered with expert outside tax attorneys, internationally experienced CPA’s.

Choosing the right entity, however, is only the first step. Each company must also stay compliant over time to preserve limited liability, build investor trust, and remain eligible for financing or acquisition.

At Linares Associates, we help our clients stay ahead of requirements by managing annual filings, preparing resolutions, updating corporate records, advising on structural changes as their business evolves, and handling all aspects of the corporate life of a company, such as corporate governance and structural organization aspects (board of directors’ and shareholders’ meetings).

Every company needs a thoughtful approach to decision-making, even before outside investors join the table. From board composition and officer roles to voting thresholds and approval rights, the company’s structure must support both agility and accountability. We draft and refine agreements that reflect your current team structure, not some generic startup template. We help you allocate responsibilities across founders and executives, establish appropriate checks and balances, and prepare board resolutions that document key decisions. We also draft shareholder agreements that define voting rights, transfer restrictions, and exit rights. These documents reduce ambiguity and help manage expectations across co-founders, early employees, and outside investors.

As a founder, director, or officer, you owe fiduciary duties of care and loyalty to your company and its stakeholders. These obligations are especially important during high-stakes decisions: financing rounds, M&A discussions, or shifts in business strategy.

We walk you through what these duties mean in practice. That includes making informed decisions, avoiding conflicts of interest, and documenting your rationale for major actions. We help you establish processes to protect your leadership team — and your company — from exposure.

Equity is one of your most powerful tools — but without structure, it can quickly become a source of confusion or conflict. Managing equity isn’t just about issuing shares — it’s about making sure your ownership records are clean, accurate, and investor-ready.

From common stock and preferred shares to stock option pools and convertible instruments, we help you navigate the nuances of equity structuring. We assist with initial founder allocations, equity grants to team members, and creation of stock incentive plans that align incentives and support retention.

We also help prepare and maintain your capitalization table, a critical tool for fundraising and due diligence. A clean cap table helps investors understand who owns what — and signals that your company is ready for professional capital.

Over time, you may need to adjust your cap table — whether due to co-founder departures, secondary sales, or equity restructurings. We assist with equity buybacks, option cancellations, and reallocation of shares in ways that maintain clarity and minimize risk.

As business formation attorneys and start-up advisors, we understand the entrepreneurial paradigm and comprehend the challenges on multiple levels, management, tax liabilities, overhead costs, employment issues, and legal fees.

We represent companies at every stage in the business cycle, and we provide the following business services:

• Entity selection: Sole proprietorship, General partnership, Limited partnership, Limited Liability Companies, C-Corporations, S-Corporations, Limited Liability Partnerships, Representative offices, and other business entities for professionals. Government filings, federal tax I.D. acquisition, requisite state publication requirements, and drafting other necessary start-up documents including shareholder and operating agreements, loan notes, and partnership agreements
• Dissolution: Dissolving a company in the United States involves many legal and administrative actions to ensure compliance with state law. Understanding the correct business dissolution procedures ensures minimal future complications, with the help of your skilled business dissolution attorneys. We will help with the critical steps to dissolve a U.S. business, potentially including reviewing government documents to gain approval, filing a certificate of dissolution, and others.